Beijing Head OfficeAdd: 18/F, Tower B, Xinsheng Plaza, 5 Finance Street, Xicheng District, Beijing 100032, PRCTel: (86-10) 6657 8066Fax: (86-10) 6657 8016Email: guantao@guantao.com Chengdu Office...
  • Release time: 2016 - 10 - 14
    On 31 October 2014, Guantao signed service contract of permanent legal counsel with Administration Bureau for Organs Directly under the Authority of the CPC Central Committee (ABO for short). 14 lawyers of different practice areas will form a power team to provide customized counsel services.A subordinated unit of General Office of the Communist Party of China, ABO is responsible for management of expenditure, finance, government car, state asset and real estate of central government, as well as life services for high-ranking government officials.
  • Release time: 2017 - 03 - 08
    On 20 January 2017, Zhi Sheng Group Holdings Limited (hereinafter referred to as “Zhi Sheng Group Holdings”, stock code: 8370.hk) had its H shares successfully listed on theHong Kong Stock Exchange Growth Enterprise Market.Zhi Sheng Group Holdings, founded in 1996, is a high-end office furniture manufacturer. Its production facilities, located in Wenjiang District, Chengdu, comprise seven buildings with total GFA of approximately 33,218.98 square meter. Its main clients include Chinese government agencies, financial institutions (state-owned and private) and other state-owned and private enterprises.Guantao Hong Kong Office acted as HK legal advisor for Zhi Sheng Group Holdings and provided HK legal services throughout the whole transaction. Leaders of this project are Mr. Lee, partner of ...
  • Release time: 2016 - 10 - 14
    On 30 June 2015, with Wang Fan, Fan Huiqiong and Zhang Bo of Xi'an office as legal counsel, Xi'an Hanshow Chemical Engineering Co., Ltd. (stock code: 832829; stock short name: Hanshow Chemical) was listed on National Equities Exchange and Quotations.Hanshow Chemical provides services of engineering design, management, consultation and engineering project contract in fields of basic chemical, petrochemical, coal chemical, fine chemical and energy chemical. With design permit of special equipment and second grade design and EPC qualifications in chemical engineering, petrochemical and pharmaceutical, Hanshow Chemical has developed into a strong engineering company with many patented technology and high-quality employees.
  • Release time: 2017 - 03 - 08
    An employee of a Guangzhou state-owned bank was charged with contract fraud involving over 27 million RMB. Tian Sihao, partner of Guangzhou Office, was the defense attorney and pleaded innocence on his client’s behalf. With rich experiences in criminal defense, Tian Sihao conducted a masterpiece of not guilty defense. The verdict of first trial pronounced the defendant’s innocence after fully adopting his defense opinion. After first trial, counterappeal from the procuratorate, withdrawal of counterappeal, the not guilty verdict took effect and the defendant was acquitted.
  • Release time: 2016 - 10 - 14
    On 29 January 2015, with Wang Yu and Hu Yanqing of Guangzhou office as legal counsel, Donguan Richtek Electronics Technology Co., Ltd (stock code: 831914; stock short name: Richtek Technology) was listed on National Equities Exchange and Quotations (New Three Board).Located at Innovation Center of Songshan Lake hi-tech industrial development zone, Richtek Technology is a hi-tech enterprise specializing in R&D, production and sales of automobile tyre inflater and energy monitoring products.
  • Release time: 2020 - 01 - 07
    Recently, The Legal 500 Asia Pacific released its 2020 ranking of law firms. Guantao was recommended in 11 practice areas, including Banking and finance, Capital markets, Corporate and M&A, Dispute resolution, Investment funds, Private equity, Projects and energy, Real estate and construction, Regional coverage: Zhejiang Province: Hangzhou, Restructuring and insolvency, WTO/International trade.In addition, 21 Guantao partners were recommended respectively:Wei Jiang: Projects and energy; Corporate and M&ALing Xu: Projects and energyLiqiu Lyu: Banking and financeLiguo Cui: Capital markets; Private equityDongying Sun: Capital markets; Corporate and M&ABo Su: Capital markets; Corporate and M&ALeiming Sheng: Dispute resolutionShaosong Sun: Dispute resolutionYang Wang: Investment...
  • Release time: 2016 - 10 - 13
    Thomson Reuters has just released M&A Markets Legal Advisory Review for first three quarters of 2015. Guantao's rankings are as follows:• Published Transaction involving Asia (excluding Japan) (AE31) - ranking 5 (ranking first in China)• Finished Transaction involving Asia (excluding Japan) (AE31) - ranking 4 (ranking first in China)• Published Transaction involving Asia (excluding Japan) (AE30) - ranking 8 (ranking second in China)• Finished Transaction involving Asia (excluding Japan) (AG31) - ranking 5 (ranking first in China)
  • Release time: 2016 - 10 - 14
    In July 2015, Guantao ranked 46 on the top 100 biggest Asia-Pacific law firm released by The Lawyer, a renowned British legal review.
  • Release time: 2016 - 10 - 14
    Guantao's impressive ranking owns to being Chinese legal counsel for reorganisation, spin-off and listing project of Cheung Kong Limited and Hutchison Whampoa Limited. This project ranks first in top 10 published Asian Transactions (excluding Japan). In July 2015, Thomson Reuters released M&A Legal Advisory Review for the first half of 2015. Based on M&A transaction value of Asian-Pacific (excluding Japan), Guantao ranks fifth overall and first in domestic law firms.
  • Release time: 2016 - 10 - 14
    On May 5th, 2015, Listed Company M&A and Reorganization Forum, co-sponsored by the Listed Company Association of Zhejiang and Hangzhou Daily in Hangzhou, releasedwhite paper of Hangzhou Listed Company M&A 2014, which ranks intermediaries involved in M&A as following:• China Enterprise Appraisals Consultation Co., Ltd. ranks first in asset evaluation agencies• Guantao ranks first in law firms• Pan-China Certified Public Accountants ranks first in accounting firms• Goldman Sachs ranks first in buyer’s financial counselThe white paper also analyzes classic M&A cases and praises Guantao's change of actual controller of Hundsun Technologies Inc. case as an excellent capital market case.
  • Release time: 2017 - 03 - 06
    On February 22 and 24, XMU-Guantao International Law Forum kicks off. It was organized by Xiamen Office and Institute of International Economic Law of Xiamen University.On the noon of February 22, first luncheon meeting was held in Youran Cafeteria.Zhang Binxin, assistant professor of XMU, introduced her research in Judge Parr’s objection in Tokyo Trial. Over ten professors and lecturers specializing in international law took part in the luncheon meeting and had a heated yet friendly discussion.On the afternoon of February 24, the first seminar of XMU-Guantao International Law Forum. Professor Xu Chongli, deputy chairman of Chinese Society of International Economic Law lectured on constructivism analysis of international law.In this seminar, a young lecturer first introduced his or her the...
  • Release time: 2017 - 03 - 06
    On 14 February 2017, Xiamen Office signed strategic cooperation agreement with Institute of International Economic Law of Xiamen University. Eminent professors, including Song Fangqing, dean of law school of XMU, and Guantao lawyers, including Li Yansheng, executive partner of Xiamen Office, attended the signing ceremony.Both parties recognized the opportunities and challenges for economic law scholars and lawyers posed by China’s rise. They fully appreciated the benefit of long-term close cooperation for each other’s development, especially in the background of The Belt and Road Initiative and Go Global strategy. For this purpose, they decided to start strategic cooperation and set up XMU-Guantao International Law Forum.XMU-Guantao International Law Forum focuses on, among other things, i...
  • Release time: 2017 - 03 - 06
    On 13 January 2017, over 200 lawyers and honored guests from all over the country gathered in Westin Hotel to join the 2017 annual celebration, with “New Office, New Page, New Leap, Elite Show” as the theme.The celebration party was orchestrated by executive committee and administrative staff of Beijing Office. After walking the red carpet in gorgeous dress, the attendees listened chorus, watched stage play, cheongsam show and modern dance, which all shows the vivacity, creativeness and charm of Guantao employees, and enjoyed three rounds of game.After that, Cui Liguo, Sheng Leiming, Han Dejing and Wang Yang gave their new year addresses and greetings. Senior staff was also awarded for their long years of dedicated service. The lottery drawing was certainly the most thrilling part. Everyon...
  • Release time: 2016 - 11 - 29
    Challenge to the Existing Law from the Frequent Hostile M&AOn the morning of 8 August 2016, Guantao invited Professor Zhu Ciyun, director of the Civil Law Research Center at Tsinghua University, to give a lecture "Challenge to the Existing Law from the Frequent Hostile M&A". Professor Zhu classified and analyzed with 27 typical cases of hostile takeover and anti-takeover by listed companies applying Chinese laws, then discussed these issues with the example of Kingkey Group vs. Kanter, at last made a self-criticism from the perspective of Corporation Law, Securities Law and others in the context of the Chinese laws.Brief Introduction of India's Investment EnvironmentOn the afternoon of 12 August 2016, Guantao invited Mr. Dipen Rughani, chief chairman of India Commerce...
  • Release time: 2016 - 11 - 29
    On 2 August 2016, the merger ceremony of Guantao Law Firm and Shenda Partners was held at Hongkou District People’s Government of Shanghai. Government officials from Hongkou District People's Government, Shanghai Bureau of Justice and Shanghai Bar Association, along with other celebrities, attended this ceremony.With over 400 lawyers, more than 100 partners and 14 offices in main cities at home and abroad including Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, HK and Sidney, Guantao Law Firm is a prestigious law firm renowned for its performance in capital markets, corporate and M&A, insolvency & restructuring, real estate, energy & resources, banking and finance as well as international trade. It has excellent performance in the rankings of ALB, China Business Law Journ...
  • Release time: 2017 - 03 - 06
    Sponsored by Guantao Law Firm in 2016, Guantao lawyers actively participated in donating for charities to Guantao Ganlin Class. 50 students of Dali Weishan No.1 Middle School joined Guantao family. The students' thirst for knowledge, enthusiasm for learning and wish for changing destiny deeply impressed us.When the new year begins, Guantao proposed an initiative again. In order to prepare a significant gift for Guantao Ganlin students, Guantao lawyers decided to donate a book corner, so that the children could know a wider world.Liu, teacher of Weishan No.1 Middle School, expressed appreciation for Guantao when receiving the books. Liu said: “Students like the books. They need spiritual wealth. These books are the best new year gifts for them. Reading will benefit the children in the w...
  • Release time: 2016 - 11 - 29
    To celebrate the Party's birthday, Party Branch of the Guantao Xi'an Office set up a series of bono activities. On 25 June, lawyer Li Wenhui, secretary of the Party Branch of Guantao Xi'an Office, senior partner Sun Dongfeng, young lawyers and staffs of administrative departments arrived at Shaanxi Aiding Center for Children of Incarcerated Parents and presented the children with food such as rice, flour, edible oil, milk, oatmeal, beans etc. and cash.This center, founded in 1996, works as a non-profit charity organization for the minor children of incarcerated parents. It has helped more than 600 minor children of prisoners get through their most difficult days, find jobs and earn their own livings. Guantao Xi'an Office will carry out "Legal Classroom" at the cen...
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  • Release time: 2016 - 06 - 11
    One of its core practice areas, it has advised issuers and underwriters for the listings of companies in almost all industries, such as power and steel industries, finance and financial services, construction and building materials, commercial real estate, chemical and mechanical engineering, pharmaceuticals, bio-engineering, non-ferrous metals, transportation, energy, environmental protection, food, tourism, and high-tech industries. Guantao also has extensive experience regarding overseas securities regulations, issuance and trading.• issuance and listing of Class A, B and H shares• direct or indirect overseas listing of domestic enterprises• corporate restructuring in preparation for public offerings• rights offering and offering of additional shares• share repurchase / buyback, spin-of...
  • Release time: 2016 - 06 - 11
    Corporate / M&A is another of Guantao's core practice areas. Guantao's services in this area include but are not limited to:• formation of various types of companies• corporate governance• setting up optimal legal and capital structures• stock ownership restructuring and share transfer• public and private mergers and acquisitions• franchise and chain store operations• general legal counsel for all enterprises• legal counsel for publicly traded companies, securities companies, fund management companies, futures companies, insurance companies, asset management companies, and investment companies• liquidation, insolvency and reorganization "We feel great gratitude for Guantao's professionalism and efficiency demonstrated in our acquisition project. "Have great v...
  • Release time: 2016 - 06 - 11
    Guantao provides high-quality legal services to banking and non-bank financial institutions, including central bank and commercial banks, policy banks, cooperative banks, joint stock banks, foreign-invested banks, trust investment companies, asset management companies, securities companies, insurance companies, fund management companies, futures companies, guaranty companies, leasing companies and other financial institutions. Guantao’s services in this area include but are not limited to: • equity participation in Chinese banks by foreign banks• formation of banking and non-bank financial institutions• Sino-foreign finance cooperation projects• foreign financial institutions access to the PRC market• risk management, liquidation and exit strategies for financial institutions• export credi...
  • Release time: 2016 - 06 - 11
    Guantao is one of the earliest law firms that established real estate department, could provide full and whole industry legal services to all kinds of clients, including government agencies, development enterprises, construction groups, financial institutions, real estate REITs, etc. Legal services of Guantao team not only contain traditional real estate development projects, such as land development (land first-level development, land use right transfer and land comprehensive development), M&A and restructuring of real estate projects, construction projects management (contracting and subcontracting, design and performance of construction contracts, final acceptance of construction projects, settlement of construction payment, etc.), sale and leasing of commercial properties, property...
  • Release time: 2016 - 06 - 11
    Guantao attorneys have extensive experience in litigation, arbitration and other alternative dispute resolution (ADR). Guantao has successfully represented many leading corporations of different industries and government departments in both domestic and international litigation and arbitration proceedings, and have gained a nationwide reputation. Guantao represents clients both domestically and internationally in litigation and arbitration matters, in areas including but not limited to: • investment disputes• equity disputes• criminal prosecution• commercial and financial fraud• all types of IP and software infringement• general torts• international trade• real estate transactions• economic crime• anti-commercial bribery "Based in Beijing, the partners at Guantao are greatly resp...
  • Release time: 2016 - 06 - 11
    Guantao is a pioneer law firm in the PRC engaged in corporate liquidation or insolvency liquidation, advising over 30 companies including non-bank financial institutions in dissolution liquidation, insolvency liquidation and insolvency reorganization. With experienced lawyers, Guantao's team has undertaken a wide variety of legal tasks such as group leader of the liquidation group, leader of insolvency administrators, and counsel for taking-over group, trustee group, and insolvency administrators. Therefore, Guantao has accumulated a wealth of valuable knowledge and practical experience in this area.Guantao's experience in this area includes the followings without limitation:• acting as member of liquidation group of corporations• acting as insolvency liquidation administrator• est...
  • Release time: 2017 - 08 - 03
    Guantao's legal services in the field of infrastructure and projects including but not limited to:  • representing and advising clients in the approval stage of infrastructure investment projects such as power, oil, gas, new energy, and environment protection in respect of the project examination and approval, verification and approval, filing or other mandatory or referenced prepositional procedures• advising on the land use rights, sea areas use rights, construction planning, building property rights and other relevant legal matters involved in infrastructure and construction projects• providing legal services for various PPP projects (including BOT, BOOT, BOO, etc.)• providing legal services for various contracts of construction project (including EPC, EPCM, PMC, etc.)• advisin...
  • Release time: 2017 - 02 - 05
    Intellectual property has been a long-time core practice and research area for Guantao, and it has successfully represented clients on a number of cases in matters including patent, trademark, copyright, trade secret, proprietary technology, integrated circuit, computer software, database protection, new plant type, the design and implementation of protection programs for the copy right / trade mark / franchise right, etc.Also, Guantao has extensive experience in the field of telecommunication and media, and provides legal services for companies' M&A, general telecommunication services, value-added telecommunication services, internet services, etc.Guantao's services include but are not limited to:• information search• application and registration of IP rights (including comput...
  • Release time: 2016 - 11 - 26
    Guantao is one of the very few Chinese law firms with substantial experiences in representing both domestic and foreign clients in merger clearance, antitrust litigation, government investigations, compliance program and counseling projects.Our antitrust lawyers have extensive and in-depth cooperation with international law firms and economic experts in order to provide our clients with high quality legal support to meet their needs in various antitrust matters.Meanwhile, the consistent communications between Guantao lawyers and the Chinese antitrust authorities, including the Ministry of Commerce (“MOFCOM”), the National Development and Reform Commission (“NDRC”) and the State Administration for Industry and Commerce (“SAIC”), have also enabled Guantao lawyers to serve the clients with th...
  • Release time: 2016 - 06 - 11
    Guantao has rich knowledge and experience in international commerce, with outstanding legal team. Guantao has provided legal services on remedy in international commerce for many large-scale enterprises, corporations and government agencies. Guantao has rich experience in anti-dumping investigation, anti-subsidy, safeguard measure, trade remedy, WTO rules on goods, service, investment and IP, as well as WTO dispute settlement procedure, custom’s classification, valuation and appellations of origin. Based on these, with a thorough understanding of Chinese substantive and procedural law, we are able to provide comprehensive high-quality legal service on for anti-dumping investigation, anti-subsidy investigation and safeguard measure of our clients. Meanwhile, Guantao has served as legal coun...
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Contact us / Expert team more
  • Beijing Head Office
  • Chengdu Office
  • Dalian Office
  • Guangzhou Office
  • Hangzhou Office
  • Hong Kong Office
  • Ji'nan Office
  • Shanghai Office
  • Shenzhen Office
  • Suzhou Office
  • Sydney Office
  • Tianjin Office
  • Xiamen Office
  • Xi'an Office
  • Wuhan Office
  • Nanjing Office
  • Toronto Office
  • Updated: 2015 - 01 - 22

    Beijing Head Office

     

    Add: 18/F, Tower B, Xinsheng Plaza, 5 Finance Street, Xicheng

    District, Beijing 100032, PRC

    Tel: (86-10) 6657 8066

    Fax: (86-10) 6657 8016

    Email: guantao@guantao.com

     


    Beijing Head Office

    Located in the heart of Beijing's financial district, our head office was established in 1994 and has become a leading law firm in China. With more than 40 partners and 120 lawyers, Beijing Office serves as the gateway to our extensive PRC network of unparalleled expertise and long-standing client relationship. The head office has the experience spanning a broad range of sectors, including banking, securities, insurance, large-scale infrastructure projects, real estate, manufacturing, transportation, energy and natural resources, environmental protection, research and development, chemical, pharmaceutical and service industry. We provide a full range of legal services including:

    • International trade and foreign direct investments;

    • Mergers, acquisitions and dispositions;

    • Venture capital and private equity transactions;

    • Capital markets and corporate finance (public and private);

    • Joint ventures and cooperation agreements;

    • Debt restructurings and insolvencies;

    • Corporate reorganizations and commercial contracts;

    • Administrative compliance and corporate governance;

    • Intellectual property and new- and high-tech;

    • Bidding and tendering;

    • Commercial litigation and arbitration.

    With legal expertise in virtually every area of law, Guantao has the scope and flexibility to meet the demands of today's most sophisticated clients. Our domestic and international clients rely on Guantao to provide strategic, innovative advice on the most complex corporate transactions, significant banking and securities developments, intricate financing issues and high profile litigation matters. Equipped with solid legal theory and skills, our superior team of lawyers and legal experts are diligent and trustworthy, with proven track record of excellent performance. This ensures our clients receive the most reliable and comprehensive legal advice in the rapid changing economy in China and around the world.

     

  • Updated: 2016 - 06 - 11

    成都.jpg

     

    Add: Room 702, 7/F, Western Tower, 19, 4th Section, Renminnan

    Avenue, Chengdu 610041, PRC

    Tel: (86-28) 6829 9886

    Fax: (86-28) 6829 9899

    Email: guantaocd@guantao.com

     

     

    Chengdu Office

    Chengdu, the capital city of Sichuan Province, is at the forefront and key region in China's western region development strategy. As the hub for finance, commerce, transportation as well as science and technology, Chengdu has become the hotspot for international investment. Located in the central business district of Chengdu, Chengdu Office was established in 2001 with 3 partners and over 30 associates and paralegals.

    International investment is a core practice area for our Sichuan office, attributing to rapid economic growth in the western region of China. The Sichuan office's other core practice areas include acquisition of domestic equity / assets by overseas enterprises, setting up joint ventures or wholly-owned foreign enterprises or branch operation in China on behalf of foreign entities; Additionally, Sichuan Office has accumulated extensive experience in fields including real estate, securities, corporate asset restructuring, and administrative laws.

  • Updated: 2016 - 11 - 24

    大连.jpg

     

    Add: Room 1109, 11/F, Renshou Tower, Renmin Road,

    Zhongshan District, Dalian 116001, PRC

    Tel: (86-411) 8282 9601

    Fax: (86-411) 8282 9901

    Email: guantaodl@guantao.com

     

     

     

    Dalian Office

    Guantao Dalian Office was established in April 2002 with 3 partners and 15 associates and paralegals.

    It is pleased to make Guantao's broad legal expertise available to northeast China from Dalian, a dynamic and vibrant port and high-tech city serving as a gateway to Korea and Japan. Dalian Office offers the extensive resources of a large firm with legal services ranging from securities, banking, reorganization and listing, real estate, to commercial litigation and arbitration.

    Increasingly, Dalian Office is working with clients in new sectors of Dalian's rich and diverse economy. As with all Guantao offices we work as a cohesive PRC legal team to deliver integrated service of the highest caliber in areas of compliance, M&A and restructuring, equity incentives, issuance of stocks and bonds, litigation and arbitration to our domestic and overseas clients.

  • Updated: 2016 - 06 - 11

    Guangzhou Office

     

    Add: Suites 1703-04, R&F Yingxin Tower, 28 Huaxia Road,

    Zhujiang New Town, Tianhe District, Guangzhou 510623, PRC

    Tel: (86-20) 38398787

    Fax: (86-20) 38398331

    Email: guantaogz@guantao.com

     

     

     

    Guangzhou Office

    Guantao Guangzhou Office was established in December 2012. It is staffed by an excellent team of 3 partners and over 50 associates and paralegals, who are recognized leaders in their fields of expertise.

    Guangzhou is the capital and largest city of Guangdong province, People's Republic of China. Located on the Pearl River, about 120 km (75 mi) north-northwest of Hong Kong and north-northeast of Macau, Guangzhou is the third largest Chinese city and southern China's largest city. Guangzhou is a key national transportation hub and trading port. One of the five National Central Cities, it holds sub-provincial administrative status.

    We can offer efficient and high-quality legal services especially in areas of banking & finance, capital markets, corporate / M&A, private equity and funds, state-owned enterprise reform and property right transfer, non-performing asset, foreign direct investment, intellectual property, real estate & construction and litigation & arbitration. With a wealth of knowledge and experience, our Guangzhou team has achieved high level of success and built a good reputation.

  • Updated: 2016 - 06 - 11

    杭州.jpg

     

    Add: Room 1803, South Tower, Anno Domini Mansion, 8 Qiushi

    Road, Xihu District, Hangzhou 310013, PRC

    Tel: (86-571) 89939691

    Fax: (86-571) 89939620

    Email: guantaohz@guantao.com

     

     

     

    Hangzhou Office

    Guantao Hangzhou Office was established in January 2014. It's staffed by 8 partners and over 20 associates and paralegals.

    Hangzhou, the capital and most populous city of Zhejiang Province in east China, is the sub-center city of Yangtze River Delta.

    Hangzhou Office provides all-around and high-quality legal services in areas of cross-border investment and trade, corporate securities, intellectual property, dispute resolution, family wealth management, infrastructure and real estate.

  • Updated: 2016 - 06 - 11

    Hong Kong Office

     

    Add:Suites 1801-3, 18th Floor, One Taikoo Place,

    Quarry Bay, 979 King’s Road, Hong Kong

    Tel: (852) 2878 1130

    Fax: (852) 2878 1360

    Email: guantaohk@guantao.com

     

     

     

    Hong Kong Office

    Guantao Hong Kong Office, established in December 2008,  After the three-year association with Peter C. Wong, Chow & Chow and approved by the Law Society of Hong Kong, our Hong Kong Office was localized as a Hong Kong solicitor firm with effect from 1 February 2016 under the name of Guantao & Chow, providing clients with the laws of Hong Kong and mainland China.

    After the localization, Guantao & Chow currently has four partners Ms. Grace Pengpeng Yan, Ms. Clara C.Y. Ngo, Mr. George K.H. Lee, Mr. Albert G.M. Lam and four consultants Mr. Anthony W.K. Chow, Ms. Anna S.H. Chow, Mr. Jackson K.B. Woo and Mr. Lam Sek Kong. Mr. Chow, founding partner of PCWCC, chairman of the Hong Kong Jockey Club and former chairman of The Law Society of Hong Kong, serves as Guantao global chairman and Ms. Yan as the managing partner of Guantao & Chow.

    Our practice covers corporate & financing, mergers & acquisitions, capital markets, FDI, intellectual property, litigation & arbitration, sale and purchase of house, company secretary service, China-appointed attesting officer and notary public with special focus on cross-border transactions.

    We have an alliance with Ashurst Hong Kong, which is affiliated with Ashurst LLP, a leading international law firm with 25 offices in 15 countries. By working closely with Ashurst, we serve our clients on a global basis.


  • Updated: 2016 - 06 - 11

    Ji'nan Office

     

    Add: 9/F, Zhongyin Plaza, 26 Luoyuan Avenue, Lixia District, Jinan

    250011, PRC

    Tel: (86-531) 6788 5166

    Fax: (86-531) 6788 7166

    Email: guantaojn@guantao.com

     

     

     

    Ji'nan Office

    Guantao Jinan Office was established in March 2007 with one partner and a strong team of 20 associates and paralegals, who have the depth, experience and resources to provide timely strategic legal services for all types of business transactions and disputes in Shandong Province, an economic powerhouse on China's east coast.

    Jinan Office provides a full range of legal services, including acquisition and disposition of corporate assets, corporate restructuring and liquidation, venture capital investment, large-scale land development, municipal planning and construction, as well as corporate general legal counsel and other non-litigation legal services. We are also known for our highly specialized expertise in taking on high profile litigation cases.

  • Updated: 2016 - 06 - 11

    Shanghai Office

     

    Add: 9/22/25/F, Shartex Plaza, 88 Zunyi South Road, Changning District, 

    Shanghai 200336, PRC

    Tel: (86-21) 3135 9919

    Fax: (86-21) 3135 9929

    Email: guantaosh@guantao.com

     

     

     

    Shanghai Office

    Guantao Shanghai Office, honored as "China Law Firm of the Year", was established in March 2001. After merging with Shanghai Zhongmao Law Firm and Shenda Partners in 2016, now it is staffed by an excellent team of 57 partners and consultants along with over 150 associates and paralegals, who are recognized leaders respectively.

    Advantage practice areas of Shanghai Office include infrastructure & real estate, mergers & acquisitions, private equity & venture capital, foreign investment, banking & finance, bankruptcy & liquidation, delimitation of property rights, issuance of stocks and bonds, intellectual property, bidding & tendering. It also has outstanding performance on commercial litigation and arbitration, and criminal defense.

    Shanghai Office provides full legal services for numerous major projects, such as Expo 2010 Shanghai China, Shanghai Tower, Shanghai Disney Resort, Shanghai Middle Ring Road Project, Hongqiao Transportation Hub, National Exhibition and Convention Center and Xuhui Binjiang Area Development. Shanghai Office also acts as legal counsel for a number of government agencies, enterprises and institutions, such as China Eastern, Jinmao Group, Shimao Group, Bank of China, Bank of Communications, SPD Bank, Minsheng Bank, BEA, State Grid East China Grid Company, Shanghai Film Co., Ltd., Lujiazui Co., Ltd., Shanghai Municipal Investment, INESA, Shanghai Rainbow Group, Shanghai Shendi Group, ROCKBUND, Mitsubishi Electric etc.

    Shanghai is the largest and most economically developed city in China. Shanghai Office is committed to providing comprehensive and high-quality legal services to clients in all industries.

  • Updated: 2016 - 06 - 11

    Shenzhen Office

     

    Add: AF, 30/Floor, Noble Centre, 1006 3rd Fuzhong Road,

    Futian District, Shenzhen 518026, PRC

    Tel: (86-755) 2598 0899

    Fax: (86-755) 2598 0259

    Email: guantaosz@guantao.com

     

     

     

    Shenzhen Office

    Regarded as one of the fastest growing cities in the world, Shenzhen is home to the Shenzhen Stock Exchange as well as the headquarters of numerous high-tech companies. Situated immediately north of Hong Kong. Shenzhen has become the most dynamic and vibrant city in China as a new center for finance, information, shipping, and international investment. Our Shenzhen Office was established in November 2003 based on Shenzhen's unique geo-economic position with Huang Yaping and Wang Xuexia as its partners.

    Located in Shenzhen's financial district, Shenzhen Office covers a broad client base in southern China with efficient and high-quality legal services. Practice areas and industry experience include corporate / commercial, securities, bankruptcy and insolvency, international trade and investment, and real estate development.

  • Updated: 2016 - 06 - 11

    Suzhou Office

     

    Add: Room 2704-2706, Yuanrong Xingzuo Tower A, 269

    Wangdun Road, Suzhou Industrial Park, PRC

    Tel: (86-512) 6591 1800

    Fax: (86-512) 6591 9057

    Email: guantaosuzhou@guantao.com

     

     

     

    Suzhou Office

    Guantao Suzhou Office, located in Harmony City in the CBD of Suzhou next to Jinji Lake, possesses 5 partners among almost 40 associates and supporting staff. Core team members have more than ten years of practice experience in Suzhou.

    Suzhou Office focuses on core business areas of real estate & construction, corporate perennial legal services and capital markets, acting as legal counsel to more than 500 enterprises, representing thousands of litigation and arbitration cases and earning a good reputation from the clients. To guarantee the efficient and high-quality services, Suzhou Office has set up different departments, including Labor Department, Corporate Department, Foreign Affairs Department (working languages: Chinese Mandarin, English and German), Litigation Department, Securities Department and Real Estate Department. To meet client requirements, Guantao teams composed of professional lawyers safeguard the clients against legal risks in a comprehensive manner. With regards to important and complicated legal affairs that involve multi-departments, relevant departments and other Guantao offices will work together in order to ensure the service efficiency and quality.

    Guantao Law Firm's Annual Legal Counsel Service Center is based in Suzhou Office as the back-end processing center for Guantao's annual legal counsel services across the country to centralize and take care of matters for perennial clients such as contract review and emails reply.



  • Updated: 2016 - 06 - 11

    Sydney Office

     

    Add: Level 5, 5 Martin Place, Sydney NSW 2000

    Tel: +(612) 9002 0999

    Fax: +(612) 9283 3567

    Email: sydney@guantao.com

     

     

     

    Sydney Office

    Guantao Sydney Office was officially established on 18 May 2015.

    Sydney Office will develop the Australian investment market based on offering service for Chinese clients, keep the alliance partnership with world's top law firm Ashurst and provide the most humanized and commercialized investment solutions for clients.

    The focus of Sydney Office legal services includes, in particular, the following issues:

    • To assist M&A of Chinese enterprises in Australia

    • To assist financing of Chinese enterprises on ASX

    • To support funds and investment projects of Chinese funds, PE, VC in Australia

    • To support Australian investment in China

    The expertise of Sydney Office extends to the following practice areas:

    • Agriculture

    • Real Estate & Construction

    • Mining, Energy & Natural Resources

    • Project & Infrastructure

    • High and New Technology

    • Funds, Bonds, Securities and Financing

  • Updated: 2016 - 06 - 11

    Tianjin Office

     

    Add: Room 609-611, 6/F, Vantone Center Tianjin, the 

    intersection of Dagu North Road and Xuzhou Road, Heping

    District, Tianjin 300042, PRC

    Tel: (86-22) 58299677 58299678

    Fax: (86-22) 58299679

    Email: guantaotj@guantao.com

     

     

    Tianjin Office

    Our Tianjin Office was established in April 2009.

    Lying in the center of circum-Bohai region, Tianjin has been recognized as one of the largest industrial centers in Northern China. Now with the construction and opening-up of its Binhai New Area, Tianjin is embracing a new significant historical opportunity of development.

    Our Tianjin office, located in Central Plaza, the landmark building of the city, is staffed by experience lawyers competent to provide efficient and quality legal services to clients in different industries, with emphasis on foreign investment, mergers and acquisitions, corporate restructuring, real estate, and intellectual property.

  • Updated: 2016 - 06 - 11

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    Add: 23/F, Qixing Tower, 178 Qixing West Road, Siming District, Xiamen 

    361012, PRC

    Tel: (86-592) 5205 899

    Fax: (86-592) 5202 133

    Email: guantaoxm@guantao.com

     

     

     

    Xiamen Office

    Guantao Xiamen Office set up since March 2008. In September 2015, the elite teams of two local law firms, i.e. Fujian Jianchang Law Firm and Fujian Dadao Law Firm wholly joined Guantao Xiamen Office. Currently, Xiamen Office have 8 partners, i.e. Mr. Zheng Shuiyuan, Mr. Guo Xiaodong, Dr. Chen Zerong, Mr. Li Yansheng, Dr. An Shouzhi, Mr. Zhu Yue, Mr. Chen Yu, Mr. Zhang Shengli, and over 60 associates, trainee and supporting staffs.

    Xiamen locates across the strait from Taiwan, the dynamic markets of Xiamen and Fujian Province together with Xiamen's strategic geo-economic location, as the Special Economic Zone, national comprehensive matched reform experiment zone, Fujian Pilot Free Trade Zone, Xiamen currently become the Model Area of Cross strait cooperation in new industries and modern service industry, shipping center of South-eastern China, Finance Service Center of Cross Strait, Trade Center of Cross Strait. Guantao Xiamen Office focuses on to provide with the excellent, comprehensive and effective legal service and legal resolution for clients.

    Guantao Xiamen Office offers a variety of legal services in the fieldsof cooperate, banking, IPO, M&A, PE and Finance, real estate projects, bankruptcy, shipping and maritime, international trade, sports and projects, litigation and arbitration. We are also dedicated to providing legal services of high quality in the fields of criminal and IP rights.

  • Updated: 2016 - 06 - 11

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    Add: Room 713, Shang Center, 51 Gaoxin Road, Xi'an 710075,

    PRC

    Tel: (86-29) 8842 2608

    Fax: (86-29) 8842 0929

    Email: guantaoxa@guantao.com

     

     

     

    Xi'an Office

    Our Xi'an Office was established in July 2001 with four partners namely Jia Jianwei, Tian Xiangqun, Kang Hongyun and Wang Fan. Situated in the historic but modern metropolis of Xi'an, our Xi'an Office is best known for its strength in advising corporate clients on securities and investment projects. The expertise of our Xi'an Office professionals extends to corporate reorganization, asset restructuring, mergers and acquisitions, stocks offering and listing, bankruptcy and insolvency, and real estate development. Additionally, Xi'an Office is well known for success in the traditional field of commercial litigations and arbitrations.

    To promote the public welfare, our Xi'an Office has set up a blog, through which our legal professionals provide pro bono services to the public.

  • Updated: 2017 - 09 - 29

    Wuhan Office

     

    Add: Room 3617-3621, CRCC 1818 Center Tower, 23 Middle 

    North Road, Wuchang District, Wuhan 430061, PRC

    Tel: (86-27) 8789 8080

    Fax: (86-27) 8789 8180

    Email: guantaowh@guantao.com

     

     


    Wuhan Office

    Founded on the basis of Hubei Dongzifeng Law Firm on 18 June 2017, Wuhan office of Guantao has three partners (Nie Zhengwen, Liu Hanguo and Dong Li), 15 lawyers and administrative staff, all of whom has practiced law in Wuhan for many years.

    Wuhan is the capital city of Hubei province, the only sub-provincial-level city of central region and a major industrial, scientific and traffic hub. Wuhan Optics Valley boasts two trophy cups: free trade pilot zone and national innovation model zone. Blessed with superb location, Wuhan office is devoted to provide quality legal services for clients.

    Covering construction, real estate, M&A, banking, finance, litigation and arbitration, Wuhan office’s main clients includes car manufacturers, construction companies, real estate companies, commercial banks and AMC. In the foregoing industries, these battle-hardened lawyers all have extensive experiences, skill and connections.


     


  • Updated: 2018 - 07 - 04

    Nanjing Office


    Add: 10/F Xinlihua Center, 151 Taishan Road, Jianye District, Nanjing, PRC

    Tel: (86-25) 5779 3566






    Nanjing Office

    Guantao Nanjing Office, based on the reorganization of JiangSu SuYuan Law Firm which was founded in June 1993, possesses 12 partners, 34 associates and 15 paralegals, covering an area of 2000 square meters in 3 stories.

    Guantao Nanjing Office was recognized as Excellent Law Firm by Jiangsu Provincial Department of Justice and Jiangsu Lawyers Association for many years, honored as Provincial Civilized Unit by Jiangsu Provincial People’s Government for 3 times and awarded twice as Second-Class Collective Merit.

    Successively, numerous lawyers of Guantao Nanjing Office act as chairman, deputy chairman and director of Jiangsu Lawyers Association, director, vice-director and member of specialized committee in Jiangsu Lawyers Association, WTO legal service counsel in Jiangsu, arbitrator of arbitration commission in Jiangsu and Anhui, etc.

    Guantao Nanjing Office insists on specialization and teamwork, consisting of specialized departments, including Corporate Department, Finance & Securities Department, Infrastructure Department, Construction & Real Estate Department, Intellectual Property Department, International Business Department, Shipping and Maritime Department, Marriage and Family Affairs Department, Criminal Defense Department, Litigation & Arbitration Department, Legal Research Office, Adminsitrative Management Department and Business Development Department.

    Guantao Nanjing Office will work together with Shanghai, Hangzhou, Suzhou and other offices, providing domestic and overseas clients with high-quality and efficient legal services in the fields of litigation and arbitration, corporate restructuring and insolvency, capital operation, real estate and construction, finance, insurance, intellectual property, shipping and maritime, etc.

     


  • Updated: 2019 - 01 - 04

    Toronto Office


    Add:100 King Street West, Suite 5600, Toronto, ON M5X 1C9 Canada

     Email:toronto@guantao.com

     Tel: +1 (416) 847-1868

     Fax: +1 (866) 288 -1166




    Toronto Office

    Serving as the window office targeting in North America market, Guantao Toronto Office is based in Canada and also works closely with other 17 domestic and overseas offices in a shared manner in terms of investment opportunities, resources, clients and legal talents. We are bringing legal talents together and making joint efforts to the promote business communication and investment that flow between China and Canada.

    Since establishment, Toronto Office has maintained a close cooperative relationship with such numerous top international law firms as BLG (Borden Ladner Gervais), Gowling WLG, Stikeman Elliott LLP, Cox & Palmer and Minden Gross LLP. Our work has been acknowledged round the world and we keep offering clients with tailored legal advice and customized business solutions.

     

    Guantao Toronto Office provides a full range of legal services, including but are not limited to the following core practice areas:

    To assist domestic businesses:

    • To assist M&A of Chinese enterprises in Canada;

    • To assist financing of Chinese enterprises on CSE;

    • To support funds and investment projects of Chinese funds, PE, VC in Canada;

    • To provide review of overseas loan;

    • To assist HNWI on their investment, property and trust businesses in Canada.

     

    To develop Canadian businesses:

    • Investment and trading cooperation in Atlantic Provinces, covering industries of mining, energy and natural resources, infrastructure;

    • Funds, bonds, securities and financing;

    • High technology and blockchain;

    • Legal advisor to Chinese enterprises;

    • Immigration, real estate and marriage ;

    • Commercial litigation;

    • International trade;


  • Release time: 2016 - 11 - 25
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INSIGHTS News

Foreign Investment Controls in Europe Comparative Overview: Spain

Time: 2020-06-18
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Foreign Investment Controls in Europe Comparative Overview: Spain


Introduction

The European Union ('EU') has one of the world's most open investment regimes. Nevertheless, there have been growing concerns in recent years about the impact of certain foreign investments on security and public order. A key issue has been the increasing level of Chinese foreign investment that takes place in the technology sector, with prominent examples in Europe including the takeover of the German robotics manufacturer Kuka by Midea and the attempted takeover of the chip equipment manufacturer Aixtron by Fujian Grand Chip Investment Fund.

Partly as a result of such acquisitions, member states of the European Union (the 'Member States') and EU decision-makers have become increasingly concerned about European know-how and consumer data being transferred to China and related security issues. In early 2017, Germany, France and Italy proposed in a letter to the EU Trade Commissioner that the Member States should be able to block investments from non-EU countries. At the same time, several Member States, including Germany and Italy, tightened or considered tightening their national investment control regimes. As of April 2020, 14 Member States[1] have national screening mechanisms in place aimed at preserving security and public order at national level. In November 2018, a political agreement was reached by the European Parliament, the Council and the Commission on an EU framework for screening foreign direct investment into the European Union and in March 2019 a regulation of the European Parliament and of the Council establishing a framework for the screening of foreign direct investments into EU was adopted. In March 2020, as part of the overall response to the economic effects of the COVID-19 pandemic, the European Commission issued guidance to the Member States concerning foreign direct investment and the protection of EU's strategic assets, in particular in healthcare-related industries.

Against this background, Ashurst Guantao (FTZ) Joint Operation Office seeks to give general insights into the foreign investment control regimes in the European Union and in the major European jurisdictions, including Belgium, France, Germany, Italy, Luxembourg, Spain, and the United Kingdom.

Please feel free to contact any of your Ashurst contacts in case of any questions.

The Ashurst Team


Spain

While Spain generally has a liberal policy to foreign investment there are nevertheless certain notification requirements in place which allow for the Government to scrutinise activities directly related to national defence (e.g. the production of or trade in weapons, ammunition, explosives, war materials or aircrafts). Moreover, freedom of foreign investment may be suspended on an ad hoc basis by the Council of Ministers (Consejo de Ministros) when investments are deemed to affect or may affect, even occasionally, the exercise of public powers, or public order, security or public health. In such cases, the relevant foreign investment is subject to prior authorisation by the Council of Ministers. This is the case of the suspension of the liberalisation regime set out by the state of alarm declared in Spain in the context of the health crisis situation caused by COVID-19.


What are the key laws and regulations governing restrictions and controls of foreign investments?

The key laws and regulations governing restrictions and controls of foreign investments include:

•  Law 19/2003 of 4 July 2003 on regulating the movement of capital and foreign economic transactions;

•  Law 18/1992 of 1 July 1992 on certain rules regarding foreign investments in Spain;

•  Royal Decree 664/1999 of 23 April 1999 on foreign investments; and

•  Royal Decree 1080/1991 of 5 July 1991 on countries and territories considered to be tax havens.

The aforementioned regulations are without prejudice to specific regulations additionally applicable to certain sectors (e.g. audio-visual, energy or air transportation sectors).


How is a foreign investor defined?

Foreign investors are defined as:

•  individuals not resident in Spain;

•  legal entities domiciled abroad; and

•  foreign government entities.

There are no special rules on investments made by foreign state-owned entities.


Which transactions are scrutinised and which sectors are affected?

The following transactions are subject to scrutiny :

•  acquiring a stake in a Spanish company (including the incorporation of a new company, the acquisition of or subscription for shares, and the acquisition of pre-emption and subscription rights, convertible bonds or any other securities which grant the right to acquire shares in a company);

•  incorporating a branch in Spain or increasing its capital;

•  subscribing or acquiring loan securities issued by Spanish residents;

•  acquiring for participation in investment funds registered with the relevant Spanish registry;

•  acquiring any property assets or property situated in Spain at a price exceeding EUR 3,000,000 (except where the investor is from a tax haven country or territory, in which case this threshold does not apply); and

•  incorporating or participating in a joint venture, foundation, economic interest grouping, cooperative or co-ownership, when the investment exceeds EUR 3,000,000 (except where the investor is from a tax haven country or territory, in which case this threshold does not apply). However, an investment made in a listed company carrying out activities related to national defence will only require authorisation when such investment:

•   represents more than five per cent of the Spanish company's share capital; or

•  allows the foreign investor to participate in the managing body of such company even when such percentage stake is not reached.

Moreover, a notification regime applies to foreign investments, meaning that:

•  A statistical declaration must be filed with the Foreign Investments Registry (Registro de Inversiones Extranjeras) of the MINCOTUR (as defined below) within one month after the foreign investment is made; the purpose of such declaration is to gather administrative, statistical and economic information; and

•  when foreign investments are made from a country or territory identified as a tax haven, a declaration must be filed within six months before the investment is made, unless: (i) the investment is made in a listed company or regulated fund or (ii) the investment amounts to less than 50 per cent of the Spanish company's share capital. Please note that this prior declaration is required without prejudice to the subsequent statistical declaration, which will also be required after the investment is made.

All sectors are subject to the declaration requirements explained above. In addition, foreign investments into national defence activities are subject to prior authorisation as set out above.

Moreover, several sectors are affected by specific restrictions:

•  Audio-visual sector. The shareholding held (directly or indirectly) by a particular non-EEA person or legal entity in companies which hold a communication services licence may not exceed 25 per cent of its share capital. Additionally, the shareholding corresponding to all non-EEA persons or legal entities' shareholders in such companies may not exceed 50 per cent.

•  Energy sector. The Ministry of Energy controls share acquisitions in companies carrying out (i) regulated activities in connection with the electricity or hydrocarbons sectors or (ii) activities related to strategic assets, which include, among others, thermal and nuclear power plants and oil refineries and pipelines. Such investments shall be communicated to the Ministry of Energy which may impose conditions on non-EU or non-EEA parties where there is the possibility of a genuine and serious threat to the guarantee of energy supply.

•  Air transportation sector. The holders of operating licences for air transportation of passengers, mail and/or cargo have to be majority owned and effectively controlled by EU member state businesses and/or nationals of EU member states.

•  Concessions: A transfer of shares in a company holding a government concession which implies that more than 50 per cent of the concessionaire's share capital is transferred, will qualify as an assignment of the concession and will require approval from the government authority which granted the concession. The approval of concession assignments is not part of the Spanish foreign investment control framework per se (i.e. prior approval is required irrespective of whether the investor is foreign).


Who is the decision-maker?

Approval requests must be submitted to:

•  the Directorate General of International Trade and Investment (Dirección General de Comercio Internacional e Inversiones) subject to the Ministry of Industry, Commerce and Tourism (Ministerio de Industria, Comercio y Turismo) ('MINCOTUR') in the case of ad-hoc suspensions of the liberalisation regime;

•  the Directorate General for Weaponry and Material (Dirección General de Armamento y Material) subject to the Ministry of Defence (Ministerio de Defensa), in case of investments in activities related to national defence;

•  Ministry for Ecological Transition and Demographic Challenge (Ministerio para la Transición Ecológica y el Reto Demográfico) in case of investments in the energy sector.

The Board of Foreign Investments (Junta de Inversiones Exteriores) issues a report on the proposed foreign investment.

Decision on the requests is made by the Council of Ministers.

Declarations

Declarations must be addressed to the Registry of Investments of the MINCOTUR.


Is filing or approval mandatory?

Both declarations and prior authorisations, if required, are mandatory.

The party responsible for filing/securing the prior approval is the non-resident investor. The party responsible for foreign investment declarations is also, as a general rule, the non-resident investor, with the following exceptions:

•  with respect to acquisitions of traded securities, filing must be made by the investment services institutions, credit institutions or financial institutions in charge of the deposit and administration of securities;

•  with respect to acquisitions of nominative shares, filing must be made by the Spanish company issuing the shares; and 

•  with respect to acquisitions related to investment funds, filing must be made by their management companies.

If a required declaration or prior approval request is not filed, the Government is entitled to (i) require the relevant investor to comply with the applicable administrative requirements through a formal approval process and (ii) initiate sanctioning proceedings, if appropriate.


What are the assessment criteria?

For foreign investments requiring prior approval from the Government, the criteria will generally be based on Spanish public interest. Such general criteria are specified for certain sectors, e.g. the energy sector, in respect of which the guarantee of electricity, gas or hydrocarbons supply is also assessed.


What does the review process look like?

Declarations

Declarations do not involve verification or clearance by the competent authorities. With regard to declarations required to be filed before the investment is made, the investor may carry out the investment immediately after submission.

Authorisations

Following the submission of the approval request, the Council of Ministers must resolve whether to authorise the investment within six months of the submission of the approval request. The lack of express resolution is deemed an implicit authorisation. However, where the investment relates to activities related to national defence, the lack of express resolution within six months is deemed a refusal of authorisation.

If authorised, the investment should take place within the specific term set forth in the authorisation or, if not expressly specified, within six months following authorisation. Otherwise a new request for approval would need to be filed before the investment is made.

An extension of such term (which typically should not exceed half of the term initially granted) may be obtained upon request.

Under Spanish law, all discretionary decisions must be explained. This implies that, when a foreign investment is subject to a prior administrative authorisation, the decision authorising, denying or imposing conditions on it (i) cannot be taken arbitrarily and (ii) can be challenged by the investor before a court.

Competent authorities publish online guides for information purposes for investors requesting information.


What are the powers of the competent authorities and can they prohibit or otherwise interfere with a transaction?

When a foreign investment is subject to prior approval requirements the relevant authority must authorise the investment before it can be made. In addition, failure to comply with the relevant requirements (prior authorisation/prior or subsequent declaration) may result in the authorities imposing fines. Sanctions are imposed on the person responsible for fulfilling the relevant obligation who failed to comply with its duties.

In addition, where prior authorisation is required, the respective authority could argue that the transaction was carried out without such prior approval is null and void.


How long does the review process take?

When prior authorisation by the Council of Ministers is required, the approval request must be decided upon within six months after its submission. The lack of express resolution is deemed an implicit authorisation, except for investments related to national defence where lack of resolution is deemed a rejection.


How much does the review process cost?

There are no filing fees for approval requests or foreign investment declarations. The costs associated with the filing are typically those relating to expenses incurred by the investor to justify its investment through relevant documents translated into Spanish and duly legalised, as well as legal advisory fees, if any.


What is the degree of transparency?

As a general rule, access to administrative records is restricted to those persons who have a direct and legitimate interest in the relevant files and records (e.g. the parties involved), except where those refer to national defence and security, or privacy. Where the information is leaked causing actual damages, the relevant administrative body may be liable to indemnify the damages incurred, to the extent they were effectively caused by the administrative body (in which case the onus of proof will be on the claimant).

In addition, as a rule of thumb, persons are entitled to confidential treatment of their personal data.


What are the consequences of the lack of clearance?

Implementing the transaction without the required clearance (or before clearance is obtained) may lead to penalties being imposed by the respective authority, which may be summarised as follows:

•  Failure to submit the relevant declaration:

•  If the investment exceeds EUR 6,000,000 the infringement is deemed serious and may result in (i) a fine ranging from EUR 6,000 to half the amount of the investment and (ii) a public or private warning; or

•  If the investment does not exceed EUR 6,000,000 the infringement is deemed minor and may result in (i) a fine ranging from EUR 3,000 to a quarter of the amount of the investment and (ii) a private warning.

•  Failure to obtain the relevant authorisation (if required) prior to an investment is deemed a very serious infringement which may result in (i) a fine ranging from EUR 30,000 to the total amount of the investment and (ii) a public or private warning.

Sanctions are imposed on the relevant person (individual or legal entity) that is responsible for fulfilling the relevant obligation and does not comply with its duties.

The statute of limitations for imposing any sanction ranges from one to five years, depending to the seriousness of the infringement.

In addition, as set out above, the respective authority may raise consistent arguments that a nonauthorised transaction should be rendered null and void.

Ideally, where prior authorisation is required, the completion of the transaction should be subject to the condition precedent that such an authorisation is effectively obtained.


Is there a right to challenge?

A resolution denying an authorisation is subject to administrative or judicial appeal, or both, on the grounds that the decision was unreasonable or arbitrary. Administrative appeals are generally made before the same authority which rejected the investment, while judicial appeals are made before the Spanish Supreme Court if the decision was taken by the Council of Ministers.

Spain has joined the International Centre for Settlement of Investment Disputes (ICSID) offering foreign investors another avenue of redress and a greater level of investment protection.


Suspension of the liberalisation regime due to health crisis caused by COVID-19

During the state of alarm declared in Spain by the Royal Decree 463/2020 of 14 March 2020, declaring the state of alarm for the management of the health crisis situation caused by COVID-19, the Royal Decree Law 8/2020 of 17 March 2020 and the Royal Decree-Law 11/2020 of 31 March 2020, amended the regulation on foreign investments to make it more protectionist, by amending the Law 19/2003 of 4 July 2003 (i.e. the law that until this moment established a liberalisation regime with certain information obligations).

The suspension of the liberalisation regime implies that the acquisition transactions in which the investor acquires a stake of 10 per cent or more of the share capital or, as a result thereof, it effectively takes part in the management or control of the Spanish company, made by (i) residents of non-EU or EFTA countries; or (ii) residents of EU or EFTA countries whose real owners are residents of non-EU or EFTA countries. It will be understood that such real ownership exists when residents of nonEU or EFTA countries hold or ultimately control, directly or indirectly, more than 25 per cent of the share capital or voting rights of the investor, or when by other means they exercise control, directly or indirectly, over the investor are subject to an administrative authorisation.

The authorisation is required for investments:

•  in certain sectors (objective restriction) (whether listed or not), including: (i) critical infrastructures, whether physical or virtual (in this case, the liberalisation related to the acquisition of land and real estate which are key to the use of such infrastructures is also suspended); (ii) critical technologies and dual-use items; (iii) supply of fundamental inputs (e.g. energy, raw materials); (iv) sectors with access to sensitive information; and (v) the media; or

•  where the investor is considered to be a 'risky' person (subjective restriction), including: (i) investors directly or indirectly controlled by the government of a third country; (ii) foreign investors that have invested or participated in sectors affecting security, public order and public health (especially those listed above) in another Member State; and (iii) foreign investors against whom administrative or legal proceedings have been instituted for criminal or illegal activities in another Member State, in their state of origin or in a third country.

The request for authorisation must be made to the Council of Ministers which has a period of six months to resolve. However, a simplified procedure to be decided within the deadline of 30 days by the Directorate General for International Trade and Investment (with the report of the Board of Foreign Investment) shall apply to:

•  Transactions in respect of which there is evidence, by any legally valid means, of the existence of an agreement between the parties or a binding offer in which the price was fixed, determined or determinable prior to the entry into force of Royal Decree Law 8/2020 of 17 March 2020, on extraordinary urgent measures to deal with the economic and social impact of COVID-19; and

•  Those whose amount is equal to or greater than EUR 1 million and less than EUR 5 million, until the regulations implementing the suspension of the liberalisation regime are approved by the Government.

In any case, lack of response means the negative decision. If the authorisation has not been requested/obtained, the transaction shall be invalid and sanctions may be imposed, including a fine of up to the amount of the investment made.

On a transitional basis (until the regulations implementing the suspension of the liberalisation regime are approved by the Government), transactions amounting to less than EUR 1 million are exempted from the obligation of prior authorisation.


Are any significant changes planned?

Please note that, a draft of Royal Decree is being processed for the purposes of updating the current regulation.




[1] According to the List of screening mechanisms notified by Member States, dated 12 December 2019: Austria, Denmark, Finland, France, Germany, Hungary, Italy, Latvia, Lithuania, Netherlands, Poland, Portugal, Romania and Spain. The United Kingdom is technically no longer an EU Member State following its decision to exit the EU, although it remains subject to EU rules for a transitional period, which currently lasts until 31 December 2020. The UK does have a national screening mechanism, although there have been proposals to strengthen it.


Key Contacts

Belgium

Foreign Investment Controls in Europe Comparative Overview: EU

David Du Pont

Partner

T +32 2 626 1923

M +32 471 129987

david.dupont@ashurst.com

 

France

Foreign Investment Controls in Europe Comparative Overview: EU

Anne Reffay

Partner, Avocat à la Cour

T +33 1 53 53 54 99

M +33 6 11 49 04 71

anne.reffay@ashurst.com

 

Germany

Foreign Investment Controls in Europe Comparative Overview: EU

Matthias von Oppen, LL.M.

Partner

T +49 (0)69 97 11 28 32

M +49 (0)170 63 26 165

matthias.vonoppen@ashurst.com

 

Luxembourg

Foreign Investment Controls in Europe Comparative Overview: EU

Isabelle Lentz

Partner, Avocat à la Cour (Luxembourg)

T +352 2813 3222

M +352 621 798357

isabelle.lentz@ashurst.com

 

Spain

Foreign Investment Controls in Europe Comparative Overview: EU

Jorge Vázquez

Partner

T +34 91 364 9899

M +34 676 622 948

jorge.vazquez@ashurst.com

 

United Kingdom

Foreign Investment Controls in Europe Comparative Overview: EU

Neil Cuninghame

Partner

T +44 20 7859 1147

M +44 7917 064 750

neil.cuninghame@ashurst.com


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