Category: Business

An international dispute pending in the US District Court Northern District of Ohio, case number 1:20-CV-00601-SO has been settled to the parties’ satisfaction. We represented the plaintiff.

The case started in March 2020 when the plaintiff filed its complaint with the district court. Since then, parties filed pleadings, motions and engaged in discovery. Based on newly obtained information, plaintiff filed its amended complaint which drastically changed the landscape of the case. Soon after, both parties were able to sit down and discuss possible resolutions for the dispute. With the court’s assistance, the parties finally settled all issues between them in December 2021.

The case was litigated during the COVID pandemic. Thus, all hearings were conducted in a virtual setting. Plaintiff received just compensation and was satisfied with the result and our service because we maximized the client’s rights and benefits.

International business litigation has many more challenges than routine domestic civil litigation. It also requires additional skills and abilities. For example, the first step – service of process could be a daunting task. In this case, the defendants tried all means to avoid being served. The service alone took many months. Nonetheless, we were good at it, and in the end, we obtained a good result for the client. If you have an international business dispute, please contact us.

© 2021 Copyright by Lei Jiang LLC. All rights reserved.

A five-million-dollar merger and acquisition was concluded right after the Thanksgiving Holiday. The initial closing was set for November 24, 2021, the day before Thanksgiving. Instead it was closed on November 26, 2021.

In this case, the purchaser was a Nasdaq listed company specializing in international education.  It acquired 70% of the ownership of an Ohio private investment company specializing in higher education. This acquisition was done in two steps. The first was the purchasing of the 70% ownership interest. Then, immediately following the first closing, the company subscribed 900 new shares as part of the deal (subscription closing). Two closings were scheduled back-to-back.

There were some challenging issues of the deal which required special skills. For example, the seller company had several classes of shares and non-diluted shares.  Also, the seller company’s shareholders were non-US persons. Finally, the seller company had de facto subsidiaries, including an international subsidiary. All of these factors increased the deal’s complexity.

We represented the seller company and were working around the clock to meet the deadlines. In the end, both closings were successfully completed. Our client was satisfied with our help. Moreover, the client went the extra mile to acknowledge our work by rating us positively on Google. 

Mergers and acquisitions (M&A) require high-level skills that are not easily obtainable. Skills and experience from legal areas such as business transaction, taxation, IP, or even immigration may be called together in this type of work.

We are happy with the positive results and synergies created by this deal. Case after case shows that our commitment to our client’s success is real and never fading. If you have M&A work, please contact us.

© 2021 Copyright by Lei Jiang LLC. All rights reserved.

After near a four-year litigation, a wage case in the US District Court Northern District of Ohio was recently settled to our client’s satisfaction. T. Wang v. China Wok, et al. Case number 3:17-cv-00691 was filed on April 3, 2017. Our firm represented Plaintiff Ms. Wang. The original complaint was subsequently amended and supplemented. Additional parties were added as defendants. Ms. Lei Jiang was the lead counsel in this case.

The case was at the final stage – waiting for the trial when it was settled. All discovery was completed, and summary motions were filed and determined by the court. Due to COVID, the trial was delayed. Unexpected delay eventually facilitated the settlement. This proved to be advantageous for all parties involved because there will be no appeals.

Labor and employment disputes are one of our areas. If you have such issues, please contact us.

© 2021 Copyright by Lei Jiang LLC. All rights reserved.

Recent amendments to the Ohio Rules of Civil Procedure will unify the timeline of court proceedings throughout the state.  For example, Ohio now has uniform motion deadlines to streamline processes.  The amendments became effective July 1, 2018 and serve to eliminate confusion regarding deadlines and other requirements.

Here are some of the specifics. For Motions for Summary Judgment, all responses are due 28 days after service of the motion, and replies are due 14 days after service of the response.

For all other motions, responses are due 14 days after service of the motion, and replies are due 7 days after service of the response.

Motions for purposes of trial, such as a motion in limine, must be filed at least twenty-eight days prior to the trial, while motions for purposes of a hearing must be served no later than fourteen days prior to the hearing.  Importantly, Rule 6 allows courts to modify the summary judgment and motion deadlines for good cause.

Discovery rules are also updated due to advancements in technology. Rule 33, 34, and 36 now state that the discovery must serve an electric copy on a shareable medium in an editable format.  These changes should result in a more streamlined and effective system. 

For legal issues, please contact us.

The Supreme Court of Ohio issued an order effectuating and expanding upon the emergency legislation Governor DeWine signed into law on March 27, 2020 in response to COVID-19, which tolled statutes of limitations, as well as litigation deadlines and timelines.  The Court’s order reflects the judicial branch’s reciprocation of H.B. 197 legislation and orders that all “time requirements” that are set to expire between March 9, 2020 and July 30, 2020 are tolled.  In effect, the order tolls all litigation deadlines that are due March 9 through July 30.

The order does allow for a court to supersede the tolling provision by issuing an order of its own on or after March 9, 2020.  Some courts, however, seem to be determined to press ahead due to concerns of unmanageable heavy case load down the road. Overall, the progress of civil cases is slowed in light of the pandemic.

Firmwide, we see no decrease of civil cases in 2020.  Five breach of contract cases alone came in before April 2020. Civil litigation is a big part of our practice. Our core substantive practice areas of corporate, business, real estate, international, and intellectual property often involve complex disputes that must be resolved in federal court. As a result, we have developed expertise capable of handling the most significant matters. 

In a civil litigation, we handle matters from pre-complaint investigation, through discovery, summary judgment, trial, and the appeals process. We are experienced yet small enough to ensure that client service remains at the forefront of every engagement. So, if you are burdened by business disputes, let us help you. For legal issues, please contact us.

Our firm, Lei Jiang LLC, started 2020 with a good volume of deals and mergers and acquisitions. We continue to handle a variety of deals. In January, we successfully concluded an acquisition of a US college by a Canadian educational group. Then we put several deals together before COVID-19 spread in the US. They included a recycling company’s expansion and acquisition and several restaurant acquisitions. Currently, we are in the midst of a Chinese metal company’s second phase acquisition of a US company.

Even though the COVID-19 pandemic slowed down M&A activity due to uncertainty in valuations and companies focusing on liquidity and cost efficiencies, we expect to see more activities in three categories taking place:

1. Well-funded strategic buyers using this opportunity to build sizeable positions in targets and /or attempt takeovers of undervalued companies;
2. Corporates selling or spinning off non-core assets to address liquidity, leverage and valuation issues;
3. Investors contributing capital in exchange for significant equity stakes in businesses in need of a recapitalization or with liquidity constraints.

If anything can be learned from the 2008-2009 financial crisis, we can expect a renewed use of equity as form of consideration for transactions among corporates. If you have any questions regarding M&A, please contact us. We specialize in international mergers and acquisitions and complex transactions.

For legal issues, please contact us.

On January 23, 2017, an order was delivered in a case captioned as IIP Cleveland Regeneration, LLC, et al. v. Zhenfen Huang, et. al., Case No 1:16 CV 2673, pending in the U.S. District Court for Northern District of Ohio. Our firm represented the defendants in this case.  After vigorous defending, the District Court dismissed plaintiffs’ complaint. This resulted in a total and complete victory for our clients.

This case did not lasted long. After plaintiffs filed their complaint, we immediately responded with a motion to dismiss.  This was because the complaint was poorly written, without any factual substance and legal basis. Plaintiffs then amended their complaint, significantly altered the initial landscape of the complaint, even added an additional defendant in an effort to boost their case.  We quickly filed a second motion to dismiss.  In the end, legal fiction, no matter how voluminous it seemed, could not save plaintiffs’ ill-conceived complaint.  The district court agreed with us and dismissed this case.

Whether prosecuting or defending, we handle your case with the uttermost care and our best effort. If you or your company need a competent law firm to handle disputes or litigation, please contact us.

Overall trend. The mergers and acquisitions Lei Jiang LLC handled in 2016 were mostly global in nature, involving Asia Pacific companies as buyers and American companies as sellers. The dominant buyers were again Chinese companies. But we saw different Chinese buyers, including Chinese private equity firms, publicly listed companies, and even private owned companies. The traditional outbound M&A was dominated by Chinese state-owned enterprises. The new trend signaled broader bases, bigger appetites, and increased capacity for Chinese companies to acquire U.S. companies.

Although this new array of buyers had a very short track record of cross-regional M&A, they have showed some experience and are comfortable in the deal. From our dealing with these customers, we have discerned factors behind this buying spree. They are 1) to boost the growth rate of the company, 2) lack of domestic targets for acquisitions, and 3) ease of the restrictions on finance.

Implications for U.S. companies. U.S. companies should consider Chinese companies as legitimate partners and buyers if they want to fully utilize the value. First, Chinese companies normally pay higher premium in acquiring U.S. companies. They take into consideration the long term development and potentials. Second, consistent with Chinese culture, Chinese buyers place high value on the relationship with the management before, during and after the transaction. Moreover, in the M&A we handled in 2016, all Chinese buyers retained the management team and gave generous compensations to the U.S. teams. Finally, according to Forbes, by the end of August 2016, China was so far the top acquirer of foreign companies. If the trend continued to the end of year, China would unseat the USA for the first time since 2006. Thus, U.S. companies simply cannot afford to ignore this group of acquirers.

Implications for Chinese/Asia Pacific companies. As mentioned, Chinese companies typically adopt a longer-time investment evaluation, causing them to pay a relatively higher premium. Moreover, paying premium to retain the target’s management team shows that Chinese companies are not familiar with the dynamics of the overseas market and are not capable of running the target initially. Still, cross-regional M&A can be a value enhancing strategy for Chinese companies. If it fits their long-term strategies, in the long run these companies will gain a competitive advantage in the global market.

Lei Jiang Law Firm has successfully concluded several M&A deals in 2016. Some are still in the process. We are proud to provide top-notch M&A services to our clients. Our team is skilled in cross-regional M&A. We understand the cultural difference, language nuance, and different regulatory requirements. We are here to make it happen.