With offices in California, New York and Singapore, MagStone Law, LLP is a modern law firm dedicated to providing solution-focused, cost-effective, and high quality legal services to our clients. We are all experienced lawyers with backgrounds from the most prominent international law firms. Our practice covers all aspects of corporate transactional law, including business formation, financing, licensing, corporate governance, mergers & acquisitions and SEC compliance. We also provide litigation and dispute resolution services involving commercial disputes, financial or accounting fraud, real estate transactions and construction, consumer products, professional liability, contested wills and inheritance, and US securities laws (including whistleblower actions). Known for our expertise on U.S.-China cross-border transactions, we have become the go-to law firm for many Chinese companies exploring the U.S. market and U.S. companies entering into the Chinese market.

News

- California has become the first state to require public companies to include women on their board of directors. Under California’s newly enacted law, a publicly held corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California, is required to have a minimum of one female director on its board of directors by December 31, 2019. By the end of 2021, the minimum number of female directors will be further increased for publicly held corporations with five or more directors. A failure to comply with the law or timely file the directors’ gender information with the California Secretary of State by the specified date could incur $100,000 or more in fine.

- President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) on August 13, 2018.

- On June 27, 2018, President Trump announced that he would back away from an aggressive approach to limit China’s investment in the United States through declaring a national economic emergency. Instead, he would rely on an existing Secretary-led committee to restrict new investments (including Chinese investments) in American technology companies, which is to expand the current CFIUS authorities through the Foreign Investment Risk Review Modernization Act of 2017 (FIRRMA). On June 28, 2018, the House bill of FIRRMA was approved by a margin of 400 to 2. While several differences remain between the House and Senate versions, the overwhelming vote for FIRRMA in the House of Representatives, coupled with the support of President Trump, makes it highly likely that some form of the legislation will be enacted this year.

- The European Union’s General Data Protection Regulation (GDPR) was adopted in 2016 and becomes effective May 25, 2018. It requires businesses to protect the personal data and privacy of EU citizens for transactions that occur within EU member states. GDPR applies any company or organization that collects or processes personal data of an EU citizen, who is residing in the EU, regardless of the location of the company or where the personal data is stored. Companies must be able to show compliance by May 25, 2018.

- The new Section 251(h) of the Delaware General Corporation Law eliminates the need to include top-up options or a back-end stockholder vote in most public tender offers for Delaware corporations.

- The SEC has adopted amendments to allow widespread advertising and other forms of “general solicitation” or “general advertising” in private offerings under Rule 506 of Regulation D of the Securities Act of 1933 or under Rule 144A of the Securities Act of 1933, so long as all purchasers of the securities are reasonably believed to be accredited investors or QIBs.

MagStone Recent Deals

- Represented Estun Automation, a PRC public company, in its $9 million investment in a Boston-based robotics company.

- Represented Hong Kong Dewei Advanced Materials International Trading Co., Limited on its $20 million acquisition of the majority equity interest in US FuelCell Corporation and its investment in US Hybrid Corporation

- Represent 70 Chinese investors in an ongoing civil lawsuit filed in the Southern District of New York against Bar Works entities and individuals involving an investment fraud to recoup $7.5 million investment loss.

- Represented Beijing-based Spearhead Integrated Marketing Communication Group (SZSE: 300071) on its acquisition of San Francisco-based Smaato Inc. and Smaato Holding AG, the leading independent global real-time advertising platform for mobile publishers and app developers, for $148 million

- Represented a government backed venture capital fund on its early and late stage investments in more than 20 U.S. startups

- Represented Genimous on its $252 million acquisition of Spigot, a U.S. company headquartered in San Francisco

- Represented ZQ Capital, a co-lead consortium member, in connection with its $210 million convertible bond investment in Nu Skin Enterprise Inc., a U.S. corporation listed on NYSE

- Represented Xinguodu, a Chinese POS terminal and E-payment technology solution provider, on its acquisition of 100% interest in ExaDigm, a U.S. corporation

- Represented Haiyin Capital on its $50 million investments in various startups in the United States

- Represented a prestigious Chinese venture capital fund on its acquisition of equity interest in a Hong Kong company

- Represented a multi-billion dollar financial institution on its Series E investment in three Silicon Valley companies

- Represented a Shanghai limited liability company on its proposed acquisition of a Nasdaq listed company

- Represented a Chinese public company, a subsidiary of a major Chinese state-owned company on its acquisition of a U.S. flight school

- Represented an entertainment company on its investment in an independent film

- Represented a Nasdaq-listed online game company on its proposed sale of a subsidiary in the United States

- Represented an pre-IPO company on its company restructuring matter

- Represented SV Tech Ventures on its fund formation matter

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