Practice Areas Asia Practice

Our renowned Asia practice has a wealth of experience serving clients with ties to the Asia-Pacific region. We advise clients on a broad range of matters, including IPOs, follow-on offerings, registered direct offerings, at-the-market transactions and other securities transactions. We also advise clients on U.S. Securities and Exchange Commission (SEC) reporting and compliance, mergers and acquisitions, SPACs and cryptocurrency activities, among other matters.

Our Clients

Our team is adept at handling the needs of a diverse range of market participants, including the following:

• Asia-based companies seeking to access the U.S. capital markets and consummate strategic transactions in the United States
• Asia-based companies listed on U.S. exchanges, that need advice on complying with U.S. legal and regulatory requirements
• Investment banks seeking to facilitate capital markets and investment transactions in the U.S. for Asia-based companies
• Companies and investors seeking to consummate strategic transactions and investments in the Asia-Pacific region

Our Team

Our attorneys have decades of collective experience serving these markets. We advise on the continually changing regulatory and governmental landscape in Asia and the U.S., including the evolving legal system in the Asia-Pacific region. SRFC also collaborates with a global network of service providers and professionals to cater to the complex needs of our client base.

We have a team of attorneys who are bilingual in Mandarin (Chinese) and English, with some who also speak Cantonese and/or other local languages from the region. Some of our attorneys are licensed to practice in certain Asian jurisdictions, as well as the United States, and are familiar with the Asian corporate and securities legal framework, enabling them to seamlessly assist Asia-based companies with their U.S. reporting obligations.

Services We Provide

We strive to assist our clients in achieving their business objectives in the most efficient manner. We also seek to raise awareness among the business community on the importance of, and the need to comply with, corporate governance requirements and business regulations.

Asia to the United States – Public Offerings and Other Capital Raises, Reverse Mergers and U.S. Securities Law Compliance

Corporate Clients

We counsel Asian companies seeking to go public in the U.S. through traditional public offerings and through alternative means, such as reverse mergers or de-SPACs. We provide a broad range of services, including (among others):

• preparing all necessary SEC filings and other documentation
• conducting due diligence
• representing the company in the exchange listing process
• selecting a suitable investor relations firm
• sourcing or forming a suitable legal entity (when applicable)

We understand the process and complexities of going from a private company in Asia to a public company listed in the United States. We also focus on educating and preparing our corporate clients for the challenges of being U.S. public companies. Our team has substantial experience counseling corporate clients on their continuing SEC reporting and compliance obligations as “Foreign Private Issuers” under U.S. law.

We offer fixed fee arrangements to our Foreign Private Issuer clients for their ongoing SEC reporting and compliance work and provide them with dedicated coverage teams to assist them with their day-to-day needs.

Our public company advisory services include:

• Annual Reports on Form 20-F
• Reports on Form 6-K
• General compliance and disclosure advice on U.S. securities laws

Investment Bank Clients

We represent investment banks in a variety of capital raising transactions for companies with ties to the Asia-Pacific region, as well as various other matters.

We have extensive experience representing underwriters in connection with IPOs for companies based in PRC, Hong Kong and various other Asian markets. We guide our underwriter clients through each aspect of an IPO transaction, including SEC registration, due diligence and the negotiation of underwriting arrangements and other transaction documentation. We also advise investment banks in a broad range of other types of securities transactions, including follow-on public offerings and PIPE transactions, among others. Our team also advises investment banks on SEC and FINRA compliance matters.

U.S. to Asia – Investment and Transaction Counseling

We advise hedge funds and other market participants seeking to deploy capital and consummate transactions in Asian markets. We counsel such clients on various aspects of these matters, including corporate structuring and protection of our clients’ rights in those countries.