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 is a good result for all parties involved because there will be no appeals.
Labor and employment disputes are one of our areas. If you have such issue, please contact us.
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The U.S. Department of Labor recently prevailed in a district court of Virginia case involving multiple Employee Stock Ownership Plan (ESOP) valuation issues.
The case involved allegations that the selling shareholder, who was also a fiduciary of the employee stock ownership plan, as well as the bank hired to represent the ESOP as an independent fiduciary, breached their fiduciary duties by allowing the plan to overpay for the shareholder’s stock.
The district court issued a lengthy ruling on the case which addressed multiple common valuation practices such as normalization adjustments, discounting, capitalization rates and proper look-back periods for the purposes of capitalization. For example, the Court found that
– The conclusion of value was strikingly close to an initial estimated value that had been floated by ESOP counsel and advisors at the inception of the transaction;
– The appraisal was performed on a controlling basis even though the seller/owner and his wife were still going to be two of three ESOP co-trustees and occupy two of three company director seats;
– Almost of all of the appraiser’s assumptions, including his capitalization rate, fluctuated significantly relative to previous appraisals that he had performed on the company and all in a direction towards a conclusion of higher value;
– The appraiser did not obtain financial projections or prepare his own and get management buy-in and the appraisal utilized only a capitalized cash flow method to the exclusion of a discounted cash flow method(discounted cash flow method); and
— The ESOP trustee raised many concerns with the draft appraisal but did not follow through and then went ahead and agreed to a purchase price before reviewing the final appraisal.
This case remind us that (1) much discussions were needed to justify the departure from previous yearly valuations and big rise of stock value, (2) an impartial review of the valuation results might have red flagged the flaws, (3) the fiduciaries would have been wise to remember that fiduciary duties imposed by ERISA are “the highest known to the law” and any decisions made in fiduciary capacity should have been made with an “eye single to the interests of the participants and beneficiaries.” (4) a genuine negotiation with respect to the purchase price should be conducted.
Lei Jiang Law Firm handles many aspects of business transactions. For questions, please contact us. © 2020 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.
© 2020 Copyright by Lei Jiang LLC. All rights reserved.
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.
© 2020 Copyright by Lei Jiang LLC. All rights reserved.
Our firm, Lei Jiang LLC, started 2020 with a good volume of deals and mergers and acquisitions. We continue to handle 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 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 phrase acquisition of a US company.
Even though 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,
- Well-funded strategic buyers using this opportunity to build sizeable positions in targets and /or attempt takeovers of undervalued companies,
- Corporates selling or spinning off non-core assets to address liquidity, leverage and valuation issues,
- 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 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.
© 2020 Copyright by Lei Jiang LLC. All rights reserved.
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 results a total and complete victory for our clients.
This case had 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 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 uttermost care and 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 are mostly global in nature, involving Asia Pacific companies as buyers and American companies as sellers. The dominant buyers are again Chinese companies. But we see different Chinese buyers, including Chinese private equity firms, publically listed companies, and even private owned companies. The traditional outbound M&A was dominated by Chinese state-owned enterprises. The new trend signaled a broader bases, bigger appetite, and increased capacity for Chinese companies to acquire U.S. companies.
Although this new array of buyers has 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 of 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 have retained the management team and given 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 are skilled in cross-regional M&A. We understand the cultural difference, language nuance, and different regulatory requirements. We are here to make it happen.
One more successful trial was conducted by attorneys in Lei Jiang Law Firm. Attorney Jiang was the lead counsel. He, et al. v. Rom, et al., Case No. 1:15-CV-01869, was initially filed as a class action in the U.S. District Court for Northern District of Ohio. Three Plaintiffs represented a class of 140 people against eight individual and corporate defendants. Class action, international parties, service issues, taking evidence under Hague Convention, and electronic discovery all render this case one of the most complex cases. But we see it as an opportunity to establish ourselves in the global litigation and advanced dispute resolution arena.
Electronic discovery presented a unique challenge in this case. Our firm represented Plaintiffs and were dumped with 86 gigabyte (GB) of electronic stored information (ESI) after a successful motion to compel filed by us. The dumping was just one month before the discovery cut off deadline. Considering that 1GB typically contains 64,782 pages of documents (more pages for email files). 86 GB contains an enormous amount of documents for review. Yet, we swiftly employed a comprehensive strategy, utilized latest software and platform, and conducted document review in the most effective and efficient manner. Our team, attorneys and computer forensic expert, worked diligently on the data. As a result, the relevant information was quickly extracted for litigation. We were able to review a large amount of information within a relatively short period of time.
Although Plaintiffs’ effort in class certification failed, the final result was a success. The case proceeded to the trial. Four day trial resulted a complete victory for our clients. Plaintiffs prevailed on all claims submitted to the jury, including fraud and violation of Ohio Deceptive Trade Practice Action. Plaintiffs also successfully pierced corporate veils of all remaining corporate defendants – make their owner personally liable for the corporate misconduct. Finally, Plaintiffs were awarded with punitive damage and attorney fee. This is a stunning victory for Plaintiffs, considering fraud, piercing the corporate veil, and seeking punitive damage were the most difficult tasks in any lawsuit.
In this case, we also utilized new technology for virtual remote deposition and contemporaneous transmission of trial testimony from the other side of the globe – Hong Kong. The new technology we used was tested first time in the Northern District of Ohio. It significantly reduced the cost, and eased restrictions on time, place, facility and equipment. In this case, legal expertise and technologies were worked together seamlessly.
It must be mentioned that Plaintiffs were lucky to have the case be heard in the court of honorable Judge James Gwin. Judge Gwin took no shortcuts, made no detours, and in this case, he made the full journey necessary to accomplish justice.
If you or your company need a competent law firm to handle international disputes or litigation, please contact us.
On August 23, 2015, Ms. Zheng and several others, as representatives of a class, filed a class action at U.S. District Court Northern District of Ohio against the biggest online real estate investment portal in China SouFun Holding Ltd. and SouFun International Ltd.
The complaint alleged fraud, violation of Ohio Deceptive Trade Practice Act, violation of Ohio Consumer Sales Practice Law, violation of Ohio real estate law, unjust enrichment, and breach of fiduciary duty. Lei Jiang Law Firm represents Plaintiffs and the class.
Since this is a case involving international parties, the service was a challenge because it must go through Hague Convention service of process. Plaintiffs successfully perfected the service through Hague Convention.
Major Chinese media in China and U.S. have reported this case. The case is closely watched by many due to the ever increasing trend of Chinese investing in U.S. and global real estate.
For report from the People’s Daily, the official media, click here.
Reports from the biggest Chinese media (in Chinese) QQ, Sina, SOHU, NETEASE.
Reports from the biggest U.S. Chinese media (in Chinese) USChinaPress， 中金在线.