Todd Liao

Todd frequently works with multinational corporations on cross-border mergers and acquisitions (M&A), foreign direct investment and investment financing, disposal of Sino-foreign joint ventures and assets, and the structuring of complex commercial transactions. He also regularly advises, counsels, and trains clients on matters concerning the US Foreign Corrupt Practices Act (FCPA) and white collar investigation–related issues. Additionally, Todd counsels clients on complex license and collaboration agreements, co-commercialization/co-promotion matters, and M&A and externalizations within the life sciences sector.

Todd is a member of the firm’s US-China trading policy and global impact team. He advises clients on export control and national security.

Cross-Border M&A and Foreign Direct Investment

• Advised Merck in its exclusive license and collaboration agreement with Kelun-Biotech, valued up to $9.3 billion, to develop seven investigational preclinical antibody-drug conjugates for the treatment of cancer
• Represented Platinum Equity in its $1.7 billion acquisition of Club Car, a global manufacturer of golf cars, utility, personal transportation, and other low-speed vehicles, including all-electric models, and related aftermarket parts and services, from Ingersoll Rand
• Advised Aleris International Inc., a global 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 a 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 Laureate Education Inc., one of the world’s largest for-profit educational companies, 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

Outbound Litigation and Government Regulatory

• Advised numerous leading Chinese companies in their outbound investment strategies and crisis management issues, including risk management and crisis response regarding US government investigations and sanctions designations and removal from sanctions lists
• Advised a Chinese High-tech enterprise and Integrated Circuit Design Enterprise regarding the Entity List of the Export Administration Regulations of the US Department of Commerce and export control issues
• Advised a leading Chinese EV OEM in its comprehensive due diligence and risk assessment regarding its Russian operations and US sanctions and export control compliance program
• Advised a Zhejiang-based Smart Internet of Things (IOT) provider of solutions and operational services on matters related to the Entity List of the Export Administration Regulations
• Advised a leading Chinese drone manufacturer on matters related to the Entity List of the Export Administration Regulations of the US Department of Commerce
• Advised a Shenzhen-based Innovative Enterprise specializing in Smart Cleaning Robots in products recall in the United States, Canada, Mexico, Australia and other jurisdictions, and litigations regarding product liability and Lanham Act claims in the United States
• Advised a globally leading provider of integrated communications solutions and China’s largest listed communication equipment company on conducting internal investigations regarding export control and economic sanction issues in the process of a US litigation
• Advised Beijing New Building Material (Group) Co. Ltd. and Beijing New Building Materials Public Ltd. Co. in a series of collective lawsuits related to Chinese drywall in the United States, including formulating litigation strategies, conducting evidence discovery, preparing cross-examinations for Chinese witnesses submitting various motions to the court, participating in court hearings, and coordinating expert testimony, among other legal services; the total lawsuit amount was $1.3 billion
• Advised Jushi Group Co. Ltd. for its manufacturing plant located in South Carolina in a $300 million investment and other business activities in the United States, including reviewing commercial contracts, managing compliance risks, and resolving various litigation and disputes

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 Gibson Guitar, 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

• Assisted a global pharmaceutical company with a comprehensive investigation involving allegations of nepotism, inappropriate relations, tampering with documents for a government investigation, bribery (public and commercial), retaliation, discrimination, self-dealing, and anomalies in the expense reimbursements
• Assisted a US-listed software company to investigate allegations of harassment and discrimination and conflicts of interest involving side deals as a means to circumvent US export control laws
• Represented a global medical device manufacturer in an investigation into an allegation raised by the regulator into possible bribery and fraud in the registration of a particular line of medical devices for the Chinese market
• Advised a US multinational software and engineering services company in conducting an internal investigation into a whistleblower complaint about team members’ violation of noncompete obligations and other misconducts
• Represented a leading global manufacturer of optics and reprography products for a risk assessment under the PRC anti-corruption law on its proposed travel sponsorship program
• Advised a global medical device company in developing a comprehensive anti-corruption and compliance program for Asia operations, helping to write and implement company compliance rules; conducting FCPA and compliance reviews for daily operations and projects, including acquisitions, third-party engagements, joint ventures, hosting events for government officials, sponsoring travel for government officials, and joint projects with public hospitals; conducting investigations into allegations of improper payments, thefts, and accounting practices
• Advised a global medical device manufacturer in conducting an internal investigation related to a distributor’s complaint against its sales leaders and employees in China for channel stuffing issues
• Advised a global private education company in conducting an internal investigation into a whistleblower complaint against the client’s joint venture in China (a well-known private university in which the company owns a majority stake) about the possible false disclosures of the teaching data in the education quality evaluation hosted by China’s Ministry of Education 
• Advised a leading global solar power company in the internal investigation of its multiple China joint venture operations to measure compliance with FCPA and anti-bribery laws, including on-site interviews and gathering and review of company books and records 
• Advised a leading global provider of vehicle rental and car sharing services in FCPA and PRC anti-bribery investigations involving self-reporting to the US Department of Justice and Securities and Exchange Commission 

Cybersecurity

• Advises multinational companies on the issues of personal information protection, privacy policy development, data localization, cross-border data transfer, emergency response to data breaches, queries relating to human genetic resources information, as well as data compliance due diligence and other strategic data compliance issues in M&A transactions
• Advised a global biotechnology company listed in Hong Kong and Nasdaq in an internal investigation regarding a cybersecurity hacking and ransom incident involving multiple jurisdictions, as well as their response to government regulatory audit and compliance remediation program