Fang Shen

Asia/Cross-Border

• Amid COVID-19 pandemic, assisted various companies with sourcing and importing much-needed personal protective equipment (PPE), hand sanitizers and ventilators from foreign countries into the United States.
• Represented numerous Chinese investors in acquisitions, direct investments and commercial transactions in the U.S.
• Successfully represented a Shanghai Company that is leader in the outdoor recreational products industry in its acquisition of a company based in Missouri and related negotiation of incentive package with key management personnel.
• Represent numerous Chinese investors in its green field development of U.S. subsidiaries, commercial transactions, and dispute resolutions in the U.S.
• Lead counsel for a Taiwan company in its acquisition of the majority ownership interest in a U.S.-based distribution business and related restructuring.
• Serving as Asia counsel for numerous U.S. clients' acquisition or disposition transactions involving Asian entities or assets.
• Drafting and negotiation of numerous distribution, sales and/or service contracts in China.
• U.S. compliance and due diligence counsel for numerous IPO projects of Asian companies (with U.S. operations) listing on the Hong Kong Stock Exchange or stock exchanges in Mainland China.
• Represented a publicly traded real estate investment trust (REIT) in its $25 million investment in real estate development projects in China.
• Represented a major U.S. service provider in its proposed acquisition of Indian target.
• Represented U.S. education institutions in establishing education programs or offering educational services in China.
• Represented U.S. companies in their sourcing agreements or product-development agreements with Chinese suppliers.
• Counseled numerous U.S. companies in setting up wholly foreign owned enterprises or joint ventures in China.

Food & Agribusiness

• Represented a New York Stock Exchange (NYSE) listed food manufacturing company in its $45 million acquisition by a Korean-owned strategic buyer.
• Represented a large agriculture cooperative association in its $17 million and $16 million New Markets Tax Credit (NMTC) financing transactions.
• Advised a grain storage and handling equipment maker in its employee stock ownership plan (ESOP) and related financing transactions.
• Counseled a food, agricultural and ingredient company in its ESOP and related financing transactions.
• Represented a large industrial packaging and container company in its registration and operational matters in China.
• Advised U.S. agriculture equipment companies in sourcing agreements/product development agreements and distribution arrangements in China.

U.S. Domestic

• Represented AMC Theatres in successfully completing the acquisition of Carmike Cinemas, deal value $1.1 billion.
• Represented a leading tax return service provider in its $575 million sale of subsidiary to a large accounting firm.
• Represented Lansing Trade Group, LLC in its acquisition by The Andersons through complex cash-and-stock deal valued at $305 million.
• Represent numerous education, healthcare, and other 501(c)(3) institutions and local municipalities in tax exempt bond transactions.
• Represented a large construction company in its $38 million secured credit agreement and $12 million NMTC financing transaction.
• Counseled a large steel and iron casting company in its $110 million acquisition by a private equity firm.
• Lead counsel for a large industrial company in its negotiation of a comprehensive online services agreement with Microsoft Corp., which covers multiple services and affiliates.
• Represent several startups and early stage companies in their corporate structure, seed round and series A, B fund raising, and incentive programs.

Committee on Foreign Investment in the United States (CFIUS)

• Counseled a leading Chinese pharmaceutical company regarding CFIUS matters for its acquisition of a U.S. custom-chemical research and development company.
• Represented a Japanese-owned company in a CFIUS filing in connection with its acquisition of a leading vendor in the construction market.
• Counseled a Canadian acquirer regarding CFIUS matters in connection with its acquisition of a U.S. railway operator.
• Obtained CFIUS clearance for an acquisition by a non-U.S. company of a leading supplier to the defense and nuclear power industries.
• Represented a leading innovator in the space industry regarding CFIUS matters in connection with a significant foreign investment.

SPACs

• Represent UpHealth Holdings, Inc. in its merger with GigCapital2, Inc (a special purpose acquisition company). This transaction involved: (i) the acquisition by UpHealth of five operating companies, one of which was a cross-border acquisition of an Indian target, and several involved extensive healthcare licensing and regulatory complexities, (ii) negotiation of the business combination agreement with GigCapital2, (iii) a PIPE and convertible note round totaling $285M, and (iv) the additional merger of Cloudbreak Health, LLC. Once complete, the implied market capitalization is anticipated to be in excess of $1.6B, and UpHealth will be one of the largest global digital health companies.