Practice Areas
 

*   Tax Law  
*   Direct Inward Investment  
*   Corporate Law  
*   Mergers and Acquisitions  
*   Capital Markets  
*   Commercial Law  
*   Competition Law  
*   Family Law  
*   Intellectual Property Law  
*   Transportation  
*   Insurance and Re-Insurance  
*   Dispute Resolution and Litigation  
*   China Desk

Admiralty and Shipping
"Best Shipping Practice" Asian Law Awards 2001

Tax Law

Tax advice provided by us does not usually revolve around sole issues on tax law. Our tax advice is mostly addressed to a broader need by our clients in the legal, regulatory or commercial area for example where a certain project, investment or acquisition is being contemplated. Our lawyers are therefore familiar with both tax law and the other specialized fields of business law allowing us to provide practical legal advise that is broader in the overall sense.  

Even so, our practice to date includes a mixture of both non-contentious and contentious work. On the non-contentious side, we have structured tax-free and taxable corporate models for public listed and private companies. We have advised on tax issues arising from joint ventures, company restructurings, and a variety of corporate transactions. We have also been active in the emerging area of the taxation of online services, including assisting a major air courier to assess the tax consequences of the importation of items ordered over the Internet. On the contentious side, members of our firm have experience representing clients in tax matters before the tax commission as well as the relevant administrative courts. We therefore advise on all aspects of tax litigation and investigations.  

Naturally, the presence of a licensed CPA on board our firm would mean that we are better equipped to handle a wider variety of tax related legal issues in deeper perspective than our counterparts. The overall service provided by us pertaining to tax law would cover the following areas :  

* Tax Planning  
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 Advise on corporate and individual taxation  
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Obtain tax ruling from the Tax Commission  
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Representation for tax assessments  
* 
Settlement of tax liabilities  
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Conducting defense before tax prosecutions  

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Direct Inward Investment  

We provide companies and individuals with a full range of legal services when contemplating or undertaking investment into Taiwan. Our advise on inward investment into Taiwan is usually combined our expertise in the tax, corporate, securities, and acquisitions field to give an all rounded approach. We also advice our foreign clients on commercial practices unique to the Taiwanese business environment. Our goal is to help navigate our clients through the unfamiliar territories of the Taiwanese business climate in the most efficient and cost effective manner.  

Our advice to clients start with the initial stages of selecting the most appropriate business vehicle for operating in Taiwan. This would involve choosing between a representative office, a branch company, or a whole new legal entity subsidiary to the overseas parent company. We would then progress to deal with the legal and regulatory aspects of mature operations such as inward investment approvals, regulatory compliances, corporate structure, corporate taxation, asset financing and loans, mergers and acquisitions, as well as transactions with third party agents, distributors, and joint venture partners.  

Recent examples of work undertaken by us for our international clients would include our advise provided to an international military hardware company in a US$120 million project in Taiwan concerning facility installations, as well as our representation of a major commodities trader in the U.K. eager to expand their operations into the Taiwan market of whom we had advised on regulatory and corporate issues relating to their partnership with a Taiwanese listed company by way of incorporation of a JV vehicle.       

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Corporate Law  

Our corporate practice is broad-based. It is reflective of the diversity of our clientele, as well as the industries that they operate in. We represent pharmaceutical companies, computer manufacturers, transportation companies, telecommunication companies, energy companies, food and beverage companies, fashion apparel manufacturers, insurers, import and export houses, investment companies, financial houses, and government-linked agencies.  

We advise our clients on all facets of company law. We are popular for our corporate administrative services and for our advisory work on corporate governance and compliance. We are also actively involved in local and cross-border transactions, representing individuals, private firms, listed companies, multinational corporations and government linked corporations. Our areas of expertise include asset, share and business acquisitions, local and regional joint ventures, privatizations and buy-outs, corporate re-organizations, capital restructurings, private equity infusions and placements, and all types of agency, representation, supply and services contracts.  

The nature of our corporate practice is a full-bodied one in the sense that we also provide advice to our clients on issues specific to the industry that they operate in. This stems from our goal to become a one-stop shop to facilitate all the various legal needs of our corporate clients. Additional advice available would cover securities law, insurance, international trade, intellectual property protection, competition law, employment law, loans and financing.  

The basic corporate services provided by us would include the following areas:  
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 Advise on incorporation of a corporate vehicle  
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 Advise on corporate governance and compliance  
* Shareholders’ dispute and minority protection  
* Director’s breach of fiduciary duties
 
* Lease and loan arrangements  
* Hire Purchase arrangements  
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 Corporate acquisitions  
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 Management buy-outs  
* Company restructurings  
* Secured Borrowings and guarantees  
* Private equity infusions and placements
 
* Employment contracts  
* Protection of confidential information  
* Secured Borrowings and guarantees  

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Mergers and Acquisitions  

The preliminary job in most mergers and acquisitions in Taiwan is to locate potential regulatory problems and formulate response strategies to tackle these expected trouble spots. Issues that most of our clients would face include limitations on the size of foreign investment allowed into Taiwan, restrictions on the nationality of company D&O, unfair trade and competition law issues, limitations against public listing in the Taiwanese OTC or main board, as well as restrictions on acquisition currency other than cash. Due diligence would cause a different set of problems altogether due to the lack of transparency in many corporate and business entities in Taiwan. What we do here is advise our clients on the best way to complete an M&A deal and to attain the desired results whilst exposing them to the least possible risk.      

Our practice in mergers and acquisitions spans across a wide variety of industry while our tax and competition law personnel provides further support on due diligence exercises and advice on the compliance of merger control regulations.   

The scope of our work in this area would include performing due diligence, advising vendors, purchasers, and other professional advisers in the structuring and completing of acquisitions as well as the dispositions of shares and assets, advising on mergers, takeovers, amalgamations, de-mergers, and share buy-backs. 

The following are examples of major deals that members of the firm have been involved in:  
*    Representation of a major U.S. direct equity investor in the acquisition of 25 independent cable television operators and the establishment of Taiwan’s first multiple operator system.  
*    Representation of a major Taiwanese Consortium in the purchase of the Taiwan manufacturing line of a major apparel company based in Japan.  
*    Representation of a major transportation company listed in Taiwan in the acquisition of its trading partner in the Netherlands as well as 6 other of its subsidiaries.   
*    Representation of a global business consultancy company in the acquisition of another major consultancy company competing in the Taiwanese market.   
*    Representation of a U.S. underwater cable company in the acquisition of business assets in Taiwan by a major Taiwanese telecommunications company.   

 

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Capital Markets  

We maintain a comprehensive practice in the capital markets field. We handle IPOs, securitizations, bond issues and note programs, private placements, and rights issues. Our expertise in this field includes years of experience at the Securities and Futures Commission, reviewing listing applications and secondary offerings, and handling appeals. Our work with foreign investors includes the sale and purchase of financial products and advice regarding securities regulation in Taiwan.   

The firm has just signed a long-term retainer contract with the investment arm of the largest telecommunications company in Taiwan. We have also recently advised a U.S. based investor in a multi-million dollar purchase of a unit trust fund managed in Taipei.    

The basic services provided by us would include the following areas:  
* Primary and secondary listings in the Taiwanese market  
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 Advice on public and private offerings of debt and equity securities  
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 Advice on government guaranteed obligations  
* Interest rate swaps  
* Project and venture capital financings  

 

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Commercial Law  

Commercial law cases twist on their facts Most members of the firm are experienced in matters commercial law   

* OEM and Manufacturing S&P contracts.  
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 Distribution and agency agreement.  
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 Franchise and licensing agreement s.  
* Interest rate swaps  
* Project and venture capital financings  

 

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Competition Law 

Issues on competition law frequently arise on certain violation of certain provisions in the Fair Trade Law. We have considerable experience advising clients on various issues related to competition law. Areas in which members of the Firm have frequently provided advise include vertical and horizontal integration, concerted action and unfair competition. The thresholds for merger notification to the Fair Trade Commission capture a relatively large number of mergers and the Firm has been involved in representing many clients before the Fair Trade Commission in connection with such filings. 

  1. prevention of monopolization, combination and concerted action by enterprises, and application for approval

  2. advice on prevention of unfair competition acts and counter- measures

resolution of related disputes

 

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Family Law

Family Law encompasses a broad range of disputes and when a marriage breaks down, there will be many complicated matters that will have to be resolved, usually under stress. Lawyers in our firm who are experienced in this field will be able to assist in the following:  

* Mediation
* Divorce
* Alimony
* Property distribution
* Custody disputes
* Domestic Violence
* Adoption

 

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Intellectual Property

Intellectual property law has always been one of our main strength. A number of our lawyers had been actively involved in infringement cases during their previous stay with the now defunct Qilin International Law Office, which was at that time one of the strongest I.P. firms in Taiwan. Together, they had advised some of the world’s leading company in the computer, luxury items, food and beverage and pharmaceutical market. They carry to JTJB-Taipei an enormous wealth of knowledge and experience gathered from their previous time Qilin International.   

As seasoned practitioners in the I.P. field, we are only too aware that I.P. is one of the most valuable assets of a company because it provides a competitive edge over rivals in the market. This drives each and every of our clients to demand immediate and adequate measures over their rights in the event of an infringement. Our members are committed to provide the best possible protection for our clients. We work with them to secure the necessary measures from the local courts and to defend their rights vigorously when infringed upon. We strive to maximize the commercial value of our clients' IP assets and to ward off unwelcome IP claims from third parties.  

Our intellectual property practice covers the following areas:   

* Applying for search warrants for trade mark copyright infringement offences  
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 Prosecuting and defending civil action for trade mark and copyright infringements  
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 Trade mark application and revocation proceedings  
* Proceedings for illegal use of confidential information  
* Proceedings for breaches of licensing and franchising agreements  
* Passing off actions   

 

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Transportation  

We have one of the most outstanding transportation lawyers in the country. The office in Taipei has been listed by a global guide on the international legal market based in London as a top-tier firm for transportation law in Taiwan. We handle cargo and passenger injury claims for aviation matters and all of the various facets of international shipping law covering casualty investigation, cargo damage, crew injury, collision, salvage, pollution, FD&D, ship finance, ship building contracts and the S&P of second hand tonnage. We have also challenged the package limitation on both the WARSAW Convention and the H-V Rules before the Taiwanese Courts on countless occasions. We act for passengers, crews, shipowners, cargo and hull underwriters, P&I Clubs and freight forwarders.  

Members of the firm had been involved in a number of high profile matters which includes the “Chang Yun” oil tanker explosion incident which gave rise to one of the heaviest coastal pollutions in Taiwanese history. Further examples of cases recently handled by the firm would include the following:  

*    Represented a number of passengers and their families in a claim against an international airline for personal injury and death following the air-crash disaster at C.C.K. International Airport in 2000.  
*    Dispatched an emergency response team offshore to a grounding site in the suez canal to investigate, negotiate and attend to the grounding of a 5,000 teu Taiwanese container vessel.   
*    Represented a major U.S. Petroleum Company, a major shipowner in Malaysia, and a major U.S. bunker supplier in claims made against the demised Kien Hung Shipping Company based in Taipei and the subsequent arrest and auction of her vessel in Taiwan.     
*    Advised a major Taiwanese shipo
wner in the structuring of a US$80 million syndicated loan with off shore banks for the financing of new buildings.

 

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Insurance and Re-Insurance  

Our team in this practice is strong and ambitious. Our style of work is precise and clear. We give clean cut advise on whether a claim should be paid or not. In the event the claim is hopeless to pursue, we tell our clients straightaway. If not, we build up the case with strong merits so that our clients can be rest assured when they rely on our opinion. Clients do not want typical legal advice using the same old typical legalistic approach. Clients want advice that makes commercial sense to them. This is especially for insurance and re-insurance matters where clients are also under some degree of pressure trying to harmonize with either their assureds (who in turn are also clients) or their re-insurers (who are working partners in the industry). What we do best at JTJB-Taipei, is to achieve the desired objectives of our clients in the most efficiently and diplomatic way.  

We are retained by the largest insurance company in Taiwan. Our clients also include 4 other major underwriters in the country. Recent cases handles by us includes the representation of our underwriters clients in a claim against a major re-insurer based in the U.S. relating to unpaid treaty contributions, our advice rendered to clients regarding contractors’ liability in a major high speed railway project, and our representation of clients in a recent high profile case concerning product liability over jelly food products sold in the U.S. market. 

* Professional indemnity covering lawyers, accountants, brokers, architects, engineers, and doctors.  
* Contractors’ All Risks, builders’ policies, Erection All Risks policies  
* Property and liability covering all risks, public and product liability  
* Special risks covering directors and officers, jewellers block and contingency risks 
* Marine and aviation covering hull & machinery, cargo, and P&I.  
* Personal injury, and workmen’s compensation
 

 

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Dispute Resolution and Litigation  

Litigation should always be kept as a last resort in the settling of a dispute. The emphasis should always be placed in the structuring of an overall response strategy capable of achieving the client’s desired goals without the need to further the matter to litigation or arbitration. This would require skill, negotiation technique and a result-orientated mind. We have a track record of successful pre-trial and out-of-court settlements. We are one of the best negotiators in town. In a recent case involving professional negligence, we acted for a major Japanese insurance company against a very senior member of the Taiwanese Bar who is deeply connected in the Taiwanese judiciary. The case had been in every way a challenge to our resourcefulness, stamina and nerve but we were eventually able to attain a 100% compensation settlement package for our clients through a display of diplomacy and aggression during the negotiation process.  

Adding dimensional to the scope of our work, we have been successful in a number of cases involving multi-jurisdictions. We are back up by a team of litigators who are highly experienced in international litigation. An example of recent cases where we have acted for local clients against a party in a foreign jurisdiction would include the following : 

*    We represented the largest petroleum company in Taiwan in an S&P dispute over the purchase of Natural Gas with the oil and gas state enterprise of Indonesia.   
*    We acted for a major Taiwanese manufacturer of electrical appliances against a Hong Kong purchaser in a contractual dispute that involved fraud.     
*    We represented the Taiwanese agents of a major Japanese pharmaceutical company in a dispute concerning the licensing of rights to import and sell medicine in Taiwan. 

Our litigators have also acted for foreign clients seeking legal remedy in Taiwan such as applying for mareva, tracing, disclosure and other ancillary relief at the Taiwanese courts. We advise on conflict of laws issues and where necessary liaise with local private investigators to conduct asset searches in order to facilitate enforcement procedures.    

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China Desk

The China Desk is the latest area of practice that we have developed into. This is spurred by a vast number of our existing clients who are either eager to expand into Mainland China region or already have assets or operations there. The environment in Mainland China is unique in the sense that tasks can never be performed efficiently by merely adhering to the strict letter of the law and given procedures. Most of the time, it is all about knowing the environment and having connections. The nature of our practice in this field is therefore to provide a business based solution to commercial needs rather than to view problems from a strict legalistic approach. It is our experience that issues relating to China must be dealt with the best degree of flexibility and diplomacy.

Our work on China covers a comprehensive range of issues, which includes the following areas: 

* Incorporation of a JV, wholly foreign-owned enterprise, and representative office   
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 Advise on strategic investment into the Mainland China market  
* Advise on strategic planning for three-way trade frameworks  
* Review and assistance in negotiating commercial contracts  
* Research and analysis on Chinese laws and regulations  

* Corporate acquisition on shares and assets in China 

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