- Beijing
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Beijing Kerry Centre South Tower, Suite 823, 8th Fl.
No. 1 Guang Hua Road, Chaoyang District
Beijing 100020, China
Phone: +86 10 5876 3686
Fax: +86 10 5876 3501
Min Duan is an associate in Morgan Lewis’s Business and Finance Practice. Mr. Duan focuses his practice primarily on advising financial investors and Chinese companies in connection with private equity or venture capital financing. He also assists foreign investors on mergers and acquisitions, direct investment, and large-scale projects in China. Mr. Duan has advised international and domestic clients on various inbound and outbound transactions, as well as companies in different industries regarding various regulatory issues.
In the telecommunications and IT sectors, Mr. Duan has advised foreign investors, including private equity or venture capital funds, on investments in Chinese companies in the interest of overseas listings. He also advises clients on the tax implications of various transactions from corporate restructuring to complicated licensing arrangement.
Prior to joining Morgan Lewis, Mr. Duan was an associate in the prominent China practice of a top-tier U.S. law firm and was corporate counsel to a European multinational corporation in China.
Mr. Duan has been qualified to practice Chinese law since 1994. He received his LL.M. in international taxation from New York University School of Law in 2002 and his LL.B. from the University of International Business and Economics, Beijing. He is a Chinese native and is fluent in Mandarin and English.
Mr. Duan is admitted to practice in New York only.
Selected Representations
- Advised a U.S.-based, high-profile private equity firm on its proposed acquisition of a significant equity interest in a Chinese SOE that is a controlling shareholder of an A-share listing company in China, including structuring of the acquisition, supervising the due diligence work by junior attorneys, making comments on the preliminary due diligence report, and drafting the acquisition-related documents.
- Advised a U.S.-based primary investment bank on its acquisition of a minority interest in a China-based manufacturer seeking an IPO at the Shanghai stock exchange, including drafting the term sheet and advice on the PRC tax implications on the acquisition structure.
- Advised a China-based company on the adoption of a share incentive plan by its Cayman parent, including drafting the plan, the award agreements, and awarding/exercising/share issue procedures, and analyzing the relevant PRC tax implications in connection with the adoption and implementation of the plan.
- Advised a number of international clients on various PRC-related FDI matters, from short-form regulatory advice to drafting or commenting on transactional documents related to PRC acquisitions or joint ventures.
- Advised one of the world's largest water groups to acquire equity interest in a PRC-state-owned enterprise with the total purchase price of US$100 million and a 30-year water-supply concession agreement, including advising on negotiations, assisting with document drafting, and giving necessary tax advice.
- Advised one of the largest food manufacturers in the world on establishing a US$65 million joint venture with China's biggest food supplier, including structure and tax planning, document drafting, and review.
- Advised a world-class multinational logistic group regarding various transactional, regulatory, and implementation issues involved in restructuring its whole China operation, which included 25 branches, 4 representative offices, and several JVs and WFOEs.
- Advised multinational clients on PRC corporate transactions such as mergers with and acquisitions of domestic or other FIEs and setting up joint ventures or WFOEs.
- Provided tax advice on transactions such as corporate structuring, PRC real property acquisition, supply arrangements, and IP licensing.
Education
- New York University School of Law, 2002, LL.M.
- University of International Business and Economics, Beijing, 1994, LL.B.