In her more than 15 years of practice, Lindsay Zhu has developed a broad cross-border practice, including cross-border M&A, joint ventures and commercial transactions, regulatory and compliance, international trade and data privacy, for both foreign companies operating in China and for Chinese companies operating overseas.

    Lindsay has focused her practice on cross-border mergers and acquisitions, joint ventures and commercial transactions, including strategic partnerships, private equity and venture investments. She also advises clients in different industries on a wide range of regulatory issues in China.

    In addition to her experience in counseling offshore companies on their investments and restructurings in China, Lindsay is increasingly involved in counseling Chinese private- and state-owned enterprises on outbound investments. She served as the principal transaction counsel on one of China’s largest investments in Spain in 2016.

    Lindsay has substantial experience in corporate compliance and related investigations, in particular in the areas of anti-bribery and business ethics for companies in the People’s Republic of China (PRC). Her work scope covers drafting and advising on the implementation of compliance policies, FCPA and ethics training, conducting internal audit/health checks for clients, investigations into employee suspicious activities and cooperating with local counsel to take civil or criminal actions.

    Lindsay has substantial experience in corporate compliance, including data privacy and protection matters, where she is an active member of our data privacy team and counsels numerous clients on China’s Cybersecurity Law, Personal Information Protection Law and other data protection-related issues in both a local and a global context, such as conducting data protection gap assessments and data protection impact assessments; evaluating whether data is subject to heightened security and data localization requirements (including distinct applicability to consumer, employee and B2B data); drafting and improving data governance and compliance programs; drafting and negotiating data protection contracts; advising on mobile application requirements; providing data protection training; and advising on cross-border data transfers.

    Lindsay is one of a few lawyers in China who has expertise on international trade matters and policies, especially US export control, sanctions and foreign investment reviews. Working with our strong trade team in Washington DC, she helps both multinational companies and Chinese companies to adopt export control compliance programs, to provide export control training and counseling on specific issues, including the application of US export control laws, restricted person and companies (such as companies on the unverified list and entity list), and to interact with the US Department of Commerce.

    Lindsay has been shortlisted by Asian Legal Awards in 2021 as a Trade Lawyer of the Year in the Asian region, and she has been highly recommended by clients and specifically cited by The Legal 500 Asia Pacific.

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    Corporate and M&A

    • Representing a Fortune 50 multinational company in the consumer products industry in four strategic acquisitions involving state-owned enterprises.
    • Representing a Chinese publicly listed company to acquire a majority interest in a global engineering service group headquartered in Spain, with multiple subsidiaries in Europe and the US, involving the restructuring of bank debt and complex management incentives.
    • Representing a Japan-based Fortune 500 multinational company to acquire the business of a US-based company in the food industry, mainly in Asia Pacific, Southeast Asia and South Asia.
    • Acting as a Chinese publicly traded company’s legal counsel in its global operations, including more than 20 jurisdictions, involving a wide range of legal advice, including corporate, employment, regulatory, commercial contract and dispute resolution.
    • Representing a Sweden-based public company in the global strategic asset acquisition of a Taiwan-based public company involving advising and negotiating the PRC portion of the transaction, as well as coordinating legal counsel and closing the acquisition in three other jurisdictions.
    • Representing a Japan-based international fund with respect to restructuring and preferred stock investments into a Shanghai-based e-commerce operator.
    • Representing an Australia-based world-leading agrochemical company in co-investing with a US-based private equity fund of a China-based agrochemical company.
    • Counseling one of the world’s leading manufacturers in all the PRC legal aspects of the relocating of a global procurement center to China from Singapore, a transaction valued at more than US$25 billion and requiring extensive analysis of foreign exchange, PRC tax and related issues, and negotiations with government authorities.
    • Representing a global, South America-based valuable metal mining and processing company in forming a strategic partnership with China’s largest industry player, including the 50% acquisition of a state-owned enterprise.
    • Advising a well-reputable global organizer of exhibitions and events on its acquisition of a majority interest in a Shanghai-based exhibition.
    • Advising a US-based chemical and mining company in connection with an acquisition of equity interest in a Chinese mining and mineral company listed on the New Third Board (over the counter) exchange, involving delisting from the third board and various tax issues.
    • Advising a US quick auto-maintenance chain store on (i) forming joint ventures with several Chinese car maintenance brand stores and (ii) the acquisition of the stores from the Chinese partners.
    • Assisting dozens of multinational companies to negotiate and manage joint ventures in China, as well as greenfield investment, including negotiating investment agreements with local governments, land acquisition and building construction.
    • Advising and assisting a number of foreign companies in restricted industries in connection with market entry and alternative structures, such as telecom, internet, entertainment, publication and gaming.
    • Working with counsels all over the world to issue a number of legal opinions to Chinese publicly traded companies in connection with IPO, offshore acquisition or re-financing to satisfy the requirements of China SEC, involving jurisdictions such as the US, Hong Kong, Singapore, Vietnam, Malaysia, Czech Republic, Poland and Australia.

    Compliance and Investigations

    • Conducting a large- and comprehensive-scale investigation into the entire China business of a US-based Fortune 100 company in connection with FCPA and conflict of interest allegations.
    • Conducting a large-scale investigation into the sales team of a Japanese machinery company in connection with suspicious fraud and self-dealing, and advising the client on the actions to take.
    • Assisting a US-based chemical company to investigate employees’ wrongdoings, terminate such employees and cooperate with the local counsel to take legal actions.
    • Assisting a US-based Fortune 50 company to investigate the theft of a trade secret by former employees.
    • Advising a US-based pharmaceutical company to formulate a compliance policy and provide training to its employees in China.
    • Internal interview and review of a Japanese financial institution’s compliance policy, and assisting the client to improve its compliance policies.
    • Internal interview and review of a Chinese state-owned enterprise’s compliance issues that were penalized by the World Bank, and assisting the company to improve its compliance policy to meet the requirements of the World Bank.
    • Advising and assisting companies in the consumer products industry regarding commercial bribery regulatory issues.
    • Assisting a US manufacturing company to conduct an internal investigation into its China subsidiary relating to non-compliance with China in a construction project, its management style and ethics problems, and dealing with the related employee complaints, threats and termination.
    • Representing a world-leading fashion publication group to conduct an internal investigation in China of several allegations involving sexual harassment, ethics compliance and general management issues, and assisting the client to improve its internal policy.
    • Assisted a UK-based manufacturing company to conduct an internal investigation, involving an investigation company, about the self-dealing and embezzlement of the executives of the company, and assisted the client in confronting the personnel and ending the employment relationships. Subsequently, we assisted the company in recovering £2 million in misappropriated funds and other assets.
    • Conducting internal investigations in mainland China of multiple management-level personnel in China for a US-headquartered manufacturer in connection with conflict of interest and other ethics compliance issue, including review and analysis of email and WeChat histories, interview and recommend disciplinary actions.
    • Assisted a US-based medical device group to conduct an investigation relating to a sales fraud allegation against a senior executive in China. We counseled the client on a strategy for confrontation and separation of the wrongdoers.

    Data Privacy and Cybersecurity

    • Advising a German tire and automotive technology company to conduct a gap assessment between its Binding Corporate Rule (BCR) and China PIPL law in relation to its China employment data. Our global team assisted the client to (1) review and assess its global data compliance; (2) recommend compliance action plans; and (3) develop and implement the compliance action program across the US, China and other relevant jurisdictions covering its global operation, including, but not limited to, its employee data policy, global data transfer agreement, privacy and data protection impact assessment, incident contingency plan and data breach response plan.
    • Assisting a Japan-based telecommunication company with a gap assessment of its Chinese subsidiaries’ compliance with Chinese Personal Information Protection Law, Cybersecurity Law and Data Security Law.
    • Assisting a world-leading supplier of automotive oil on a potential joint venture with one of the leading after-sale service platforms in China. As part of the work, conducting a due diligence into the joint venture partner’s data privacy compliance program.
    • Acting as the global legal counsel for a Switzerland auto part manufacturer to advise on its acquisition project across multiple jurisdictions. Our China team advised the client in relation to employee data transfer and protection issues during its transaction in China.
    • Advising a German automotive manufacturing company on a general data protection compliance program in China, and developing an internal platform.
    • Assisting an American academic medical center to solve legal issues relating to sharing medical information of potential patients.
    • Advising a US-based academic medical center on how to solve legal and regulatory challenges relating to the cross-border sharing of the medical information and human gene resources.
    • Acting as the global data privacy counsel for a hospitality technology service company in compliance with the PRC data privacy law. Our work includes advising on customers' information security, cross-border data transfer, global data processing agreement and company internal privacy policy.
    • Acting as the global data privacy counsel for a global manufacturer of highly engineered equipment servicing the clean energy and industrial gas markets. Our data privacy team, consisting of team members from the EU and Greater China, assisted the client to (1) review and assess its global data compliance; (2) recommend compliance action plans; and (3) develop and implement the compliance action program across the EU, China and other relevant jurisdictions covering its global operation, including, but not limited to, its employee data policy, global data transfer agreement, privacy and data protection impact assessment, incident contingency plan and data breach response plan.
    • Assisting a UK-based multinational diversified engineering company with the establishment of a whistleblower hotline for its China operation and ensuring compliance with the relevant PRC data privacy law.
    • Assisting a US-headquartered airline corporation with employee-related data privacy issues.
    • Assisting an American media company with its plan to move out of China, involving some issues relating to storage of Chinese individual personal information in the US.
    • Advising a pioneered software company on the implications of processing identity, travel and COVID-19-related health information of PRC data subjects overseas through a mobile application under the PRC’s fast-developing data privacy legal environment.
    • Advising a US-based furniture company on employee data protection under the PRC data privacy law.
    • Advising an American market research and data analytical agency on data privacy compliance in China, i.e., under the new PRC PIPL law, including particular issues involving the minors.
    • Advising a Chinese online entertainment company on GDPR and US data protection issues, as well as designing and preparing the relevant data privacy and protection training materials.
    • Advising an American digital marketing and online advertisement agency on data privacy compliance in China, i.e., under the China new PIPL law.
    • Advising a UK-based professional institution for surveyors on data privacy and protection issues under the PRC law.

    International Trade and Policy

    • Advising a leading Chinese chip manufacturer on compliance with US export controls, particularly relating to the supplying of companies on the Entity List and on the Military End User (MEU) list. The scope of work included (1) through monitoring of developments, advising the client on possible actions by the US authorities, particularly the Bureau of Industry and Security (BIS), relating to potential actions against the client; (2) representing the client to constantly facilitate communications with BIS; (3) alerting the client relating to potential restrictions proposed by the US authority; and (4) developing an action plan to address the risk, and make submission and explanations to BIS. We succeeded in removing the client from the proposed restriction list (MEU list). Our work and effort essentially helped the client to continue its normal business operations and gain competitive advantages in the US market.
    • Acting as the export controls and sanction compliance counsel for a Chinese semiconductor company located in the middle area of China – provided the counter-measures and compliance advice in response to US export controls issues. Successfully removed the company from the Entity List announced by the BIS.
    • Assisting a leading Chinese DRAM technology company with monitoring the EU and US government regulatory and policies, as well as providing the assessment of potential public policy risks and mitigated solutions, including offering a “heat map” of probable issues and likely impacts.
    • Counseling a Shenzhen-based machinery manufacturer on the process for its removal from the US government’s Unverified (UVL) List, guiding the client in assessing the situation and offering solutions, including advising on the possibility of voluntary self-disclosure.
    • Advising a Chinese chemical company focused on the semiconductor industry on its removal from the US government’s Unverified (UVL) List, guiding the client to assess the situation and offering solutions to various challenges.
    • Assisting a leading US-headquartered technology company with export controls matters in China, including advice on the draft of the new China Export Controls law, as well as US restrictions and practical challenges presented by joint R&D in China with PRC universities and with nationals from various countries.
    • Counseling a Chinese producer of fabless chipsets on compliance with US export controls law and regulations. The client was very satisfied with our work, and then engaged us in a proposed investment/financing project involving its US subsidiaries, including a CFIUS assessment, one of the first under the Foreign Investment Risk Review Modernization Act (FIRRMA).
    • Assisting a Chinese multinational electronics company to conduct retroactive risk assessment of completed transactions, provide pre-transaction risk assessment and recommendations, and prepare a customized CFIUS handbook for the company to aid the internal due diligence process.
    • Acting as the international trade compliance counsel for a Chinese smart energy solution provider and assisting with its international trade compliance program, including internal auditing and providing training tailored to the client's needs.
    • Acting as the global operations legal counsel to a leading China-based global supply chain platform, advising on a wide array of legal issues related to the company’s global operations, especially international trade compliance issues under the current US-China trade era.
    • Assisting a leading US-headquartered technology company with export controls matters in China, including advice on the draft of the new China Export Controls law, as well as US restrictions and practical challenges presented by joint R&D in China with PRC universities and with nationals from various countries.
    • For a leading US autonomous driving company, monitoring and providing advice relating to China export control and restrictions on foreign investors, the US-China trade war and other trade-related policies.
    • Assisting a Chinese leading semiconductor manufacturer to prepare a contingency plan to respond to US export control restrictions, including risk assessment, and short-term and long-term reaction plans.
    • Advising a leading Chinese semiconductor company on US export control laws and rules.
    • For the benefit of a US Fortune 50 company, preparing a white paper for the Chinese government regarding competition laws of other jurisdictions and providing expert comments at the government’s invitation in connection with a draft law.
    • Advising a leading Chinese semiconductor company on a proposed investment/financing project involving its US subsidiaries, including a CFIUS assessment, one of the first under FIRRMA.
    • Advising a US company on the US export control rules applicable to a US-based service provider for providing services to China nuclear power plants, involving companies in the Entity List.
    • Advising a South American government agency relating to Chinese customs inspection and clearance polices and assisting the client to deal with the Chinese government and other stakeholders.

    Education

    • East China University of Political Science and Law, LL.M., 2005
    • City University of Hong Kong, LL.M., with distinction, 2004
    • Illinois Institute of Technology, LL.M., with honors, 2003
    • East China University of Political Science and Law, LL.B., with highest honors, 2001

    Admissions

    • New York, 2004
    • People's Republic of China, 2002

    Languages

    • Chinese (Mandarin)
    • Chinese (Cantonese)
    • Chinese (Shanghainese)
    • English

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