Todd Liao

In addition, Todd counsels on matters related to the US Foreign Corrupt Practices Act (FCPA) practice in China and throughout the Asia-Pacific region. He advises multinational corporations regarding compliance with the FCPA and other regulatory compliance matters including policies and practices, gifts, travel and entertainment policies and violations, third-party due diligence issues, managing and conducting investigations of alleged FCPA violations, whistleblower investigations, and employee disciplinary actions. He also conducts FCPA training in multiple languages.

Todd was a recent speaker at the Anti-Corruption China Summit conference hosted by Beacon. He is fluent in Mandarin Chinese, English, Shanghainese, and Cantonese.

Cross-border Mergers & Acquisitions and Foreign Direct Investment

• Advised a leading aviation and auto product supplier in a majority-controlled equity joint venture with respect to the establishment of a $300 million manufacturing facility in China and a $200 million syndicate financing of the project
• Advised a leading automotive parts manufacturer in its acquisition of state-owned majority interest in a Sino-foreign joint venture
• Advised a multinational metal products manufacturer in its establishment of a wholly owned subsidiary in China and the construction of its manufacturing facility and its establishment of trading subsidiaries and a management holding company in Shanghai
• Advised one of the world’s leading real estate investment funds (as the offshore lender) in the successful structuring and vetting of a cross-border parent guarantee provided by a Chinese borrower in connection with a $20 million financing of the acquisition of a hotel in Manhattan, which involved complex Chinese regulatory approvals, forum shopping and enforcement issues
• Advised one of the world’s largest educational institutions in structuring and executing various investment projects in China’s highly regulated higher education and vocational training education sectors, including both Sino-foreign joint venture schools and Sino-foreign cooperative programs, as well as control of Chinese-owned schools, through contracts and other creative investment holding structures
• Advised a global recruitment organization in the structuring and establishment of its business in China
• Advised a leading manufacturer of industrial utility electrical wire and cable in structuring its acquisition of certain assets in China

Trade and Intellectual Property

• Advised one of the world’s leading chains of drugstores in standardizing its merchandise and non-merchandise procurement agreements in China, Hong Kong, Singapore, and other Asian jurisdictions
• Advised a leading aviation product supplier in its negotiation of a strategic alliance agreement and long-term supply contracts with its major Chinese aircraft manufacturers
• Advised a global biopharmaceutical company in its negotiation of product distribution agreements with local Chinese distributors, enforcement against IP infringements, and corporate governance
• Advised a Fortune 500 manufacturing company in structuring a multimillion-dollar royalty-bearing technology licensing contract in China
• Advised a major Chinese chemical manufacturer in its acquisition of chemical production technology from a US licensor/manufacturer
• Advised one of the world’s leading financial institutions in the investigation of alleged infringement of third-party trade secrets by new employees recruited from a third-party victim, termination and settlement of employees implicated in the incidents, and management of local counsel in the successful defense of wrongful termination claims by a terminated employee
• Advised a major European technology company on filing objection with Trademark Appeal Board in response to trademark squatting
• Advised a major consulting group on trademark prosecution where trademark bureau originally rejected application because there were same or similar trademarks registered by Chinese individuals, companies as well as a U.K. company—pursued successful appeal and obtained registration for client’s trademark

Restructuring, Investment Disposal, and Dispute Resolution

• Advised one of the world’s leading for-profit education institutions in the disposal of operating schools and assets in China, closure of a legal entity and settlement of tax-related liabilities in China, as well as successful settlement of complex disputes with local government authorities regarding expropriation of real property and payment of compensation
• Advised one of the world’s leading metal products manufacturers in the successful dilution of a Chinese shareholder and removal of material veto rights through unilateral capital increase
• Advised one of the world’s leading musical instrument manufacturers in its disposal of investment in a Sino-foreign joint venture in China, including preparing and executing settlement plans with the Chinese joint venture partner, creditors and employees; cross-border financing of the settlement payments; supervising and managing Chinese local counsel in defending employee mass actions; claims of defaulted payments to vendors; and relevant motions to attach assets and freeze bank accounts
• Advised one of the world’s leading office supply manufacturers in the restructuring of its China investment holding structure
• Advised one of the world’s leading manufacturers of electrical/electronic interconnecting products in the disposal of a business unit, which included assets in China and other jurisdictions
• Advised a global real estate investment fund in its disposal of investment in a Sino-foreign joint venture hotel, including the sale of shares to the Chinese partner, collection of defaulted shareholder loans through litigation, and enforcement of Chinese real property mortgaged to foreign lenders
• Advised one of the world’s leading insurance companies in the comprehensive restructuring of its China Bancassurance business in compliance with China regulatory requirements

FCPA, Anticorruption, and Anti-Fraud

• Advised a Fortune 500 pharmaceutical company in conducting FCPA due diligence on its proposed acquisition of a privately held Chinese pharmaceutical company in China, including a comprehensive review of business model and prescription drug sales practices, on-site and electronic review of books and records, and interviews of the management team, employees and third-party vendors
• Advised a leading security technology company in FCPA compliance review of its cooperation relationships with various Chinese ministries, government agencies and state-owned enterprises, and advised on third-party due diligence and gift, travel and entertainment policies and practices
• Advised a Fortune 500 chemical company in internal investigations into whistleblower complaints regarding FCPA violations in connection with a donation to a government-related charity organization, including data review, witness interviews, FCPA compliance analysis, employee disciplinary actions and remedial actions
• Advised one of the world’s leading investment fund management institutions in the FCPA compliance analysis of an expense-covered training trip to Europe offered to a senior Chinese government official and counseling on affirmative defense under the FCPA
• Advised a multinational valve manufacturer in internal investigations of whistleblower reports in connection with systematic FCPA violations by third-party distributors, fraud and bribery acceptance by senior executives in China, handling of FCPA compliance review by an independent monitor appointed by the US Department of Justice, as well as comprehensive reform of sales models, sales incentive systems and third-party due diligence programs in compliance with FCPA and Chinese anti-commercial bribery laws
• Advised a multinational manufacturer in internal FCPA investigations in relation to violations involving improper payments to Chinese design institutes, including comprehensive electronic data review; interviews of management, employees and third-party distributors; preparation of investigation reports resulting in a favorable settlement with US regulators; defense against a wrongful termination lawsuit involving former executives; and legal issues regarding disposition of the business unit
• Advised one of the world’s leading design engineering service companies in FCPA due diligence on its acquisition of another global process and construction business involving China subsidiaries, and on an internal investigation in connection with alleged FCPA violation by its majority-controlled Indian subsidiary
• Advised a global telecommunications operator in an internal investigation of whistleblower reports in relation to FCPA violations in Southeast Asia
• Advised numerous multinational corporations in connection with FCPA compliance issues and best practices; provided FCPA compliance training in both English and Chinese to clients in financial, manufacturing, pharmaceutical and other industries
• Advised one of the world’s leading technology conglomerates in internal investigations of a senior executive’s alleged sexual harassment against a female subordinate and handling of employee termination actions