Partner Lawyer Profile - Darren JIN

(1) Dealing with all kinds of business contracts; building a standardized library of contracts and legal documents;

(2) Dealing with all kinds of domestic and overseas cutting-edge legal issues involved in corporate operation, providing corresponding legal advice and solutions;

(3) Designing and establishing a legal structure that is aligned with the needs of corporation strategy and business model;

(4) Providing support during public relations crises and preparing lawyer’s letters;

(5) Providing legal solutions for companies to implement protection of intellectual property rights, including patents, trademarks, copyrights and trade secrets;

(6) Conducting legal training sessions for company executives and employees.

(1) Resolving equity and M&A disputes through both non-litigation and litigation methods, including equality investment, equity transfer, cooperation and partnership, control conflict, shareholder free riding problem, shareholder removal, shareholding entrustment, exercise of shareholder rights, and shareholder representative lawsuits;

(2) Resolving various disputes involved in corporate operation through both non-litigation and litigation approaches, including contractual disputes, validity of corporate resolutions, damage to corporate interests, return of certificates, distribution of surpluses, labor and personnel matters and corporate liquidation disputes.

Significant accomplishments and notable cases of Mr. Jin in respective legal practices are as follows:

Mr. Jin counseled numerous domestic and international companies and innovative enterprises on designing shareholding and governance structures, constructing and dismantling VIE structures, and drafting essential legal documents including shareholder agreements, partnership agreements, articles of association, partner shareholding plans, and employee incentive plans. Such structures enabled strong control of enterprise owners and at the same time effectively motivated partners and cadre employees, laying a solid foundation for long-term development and injecting full vitality into the enterprise.

Mr. Jin successfully advised acquirers, investors and startups on more than 200 domestic and international M&A projects across various jurisdictions such as the United States, the Cayman Islands, the British Virgin Islands and Hong Kong. These projects have covered more than 20 industries, including real estate, property management service, urban investment, digital twins, artificial intelligence, microchips, cloud computing, big data, enterprise services, blockchain, fintech, virtual/augmented reality, e-commerce, tourism, education, automotive, catering, digital entertainment and so on. Project amount varied from millions to billions RMB or equivalent US dollars.

In a standout achievement, Mr. Jin led a high-profile real estate sale project for a listed company involving a transaction value of nearly 1 billion. Leveraging rich project experience and solid professional skills, Jin’s team assisted the acquirer in successfully completing the legal due diligence on the core operating entity with a 16-year operating history, and actively participated in all stages of the transaction, providing professional and efficient solutions to address various complex issues that surfaced during the transaction. For more details, please refer to the article “Yunting Performance | Yunting Provides Comprehensive Legal Services for the Acquirer in a Major Asset Sales Project of a Listed Company”.

In addition, Mr. Jin received widespread praise for delivering top-notch training and guidance on investment terms to numerous institutional investors, individual investors, and entrepreneurs.

Mr. Jin played a pivotal role in the acquisition of multiple A-share listed companies with market value totaling tens of billions of dollars and subsequent asset restructuring. He advised on fundraising efforts, establishment and subsequent investment activities of several industrial investment and M&A funds with a total scale of over 4 billion RMB, involving the registration of fund managers, funds filing and fund contract drafting and review. Additionally, he established several tax-exempted venture capital entities and successfully completed relevant venture capital filings and tax preferential filings.

Mr. Jin has extensive experience serving for large group companies as General Counsel, as well as for listed companies, NEEQ companies, and innovative enterprises as Legal Counsel. Mr. Jin excels in providing the clients with legal services covering the full spectrum of corporate law.

In terms of corporate structure construction, Mr. Jin designed legal structures for numerous clients’ domestic operations, and assisted multiple clients in designing forward-looking overseas corporate structures and overall compliance operation plans, which are all beneficial for capital operation.

In terms of product and service design, Mr. Jin played a vital role in various Internet innovation projects, illustrating, designing and improving business models for clients to proactively mitigate and manage legal risks.

In terms of contract processing, Jin’s team successfully processed thousands of contracts and legal documents for clients, and also prepared numerous contracts templates and legal document templates in both Chinese and English, covering a wide range of agreements including investment agreements, due diligence documents, sales contracts, service agreements, labor and employment contracts, and confidentiality agreements.

In terms of legal research, Mr. Jin conducted in-depth studies on many cutting-edge domestic and international legal issues. Notably, Mr. Jin led his team to analyze the regulatory policies in 17 countries and regions, devising further legal structures for clients. These structures encompass key areas including shareholding structure, financing scheme, business operations, external cooperation, and personnel placement.

In terms of tax-related legal issue, Mr. Jin analyzed and addressed domestic and foreign tax issues involved in enterprise operations and transactions for clients, revealing and preventing tax legal risks in advance, and providing compliant and effective solutions to tax exposure.

In terms of intellectual property protection, Jin’s team assisted several clients in creating brand names eligible for consistent trademark registration in China and internationally, as well as carrying out safeguard patents, trademarks, copyrights, and trade secrets.

In addition, Mr. Jin possesses a wealth of successful experience in negotiations with government agencies and formidable adversaries.

Mr. Jin effectively assisted numerous companies, entrepreneurs, investors and financial advisors to resolve equity disputes. These cases include issues addressing matters such as value adjustment mechanism (VAM) disputes, control struggles, shareholder status validation, shareholder expulsion, shareholder information disclosure rights, corporate resolution validity, partner disengagement, safeguarding investment interests, and unpaid investment funds.

In handling aforementioned disputes, Jin's team designed detailed and effective solutions and executive plans for clients, participated in communication and settlement negotiations, and frequently used superb litigation and non-litigation legal techniques to help clients achieve goals in a short time.

Particularly, in an extremely complex case involving the expulsion of free-riding shareholders, Jin’s team leveraged their exceptional expertise in both litigation and non-litigation experience. Within a mere 10 weeks, they successfully dismantled the opposing coalition and expelled the experienced free-riding shareholder from the startup company, thereby enabling the company to avoid lengthy litigation, swiftly returning to the right track and smoothly completing subsequent equity financing. For additional information, please refer to “How do entrepreneurs drive away powerful free-riding shareholders?”. 

Mr. Jin has extensive experience in corporate dispute resolution. He successfully navigated clients through various disputes arising from major asset transactions, business partnerships, intellectual property protection, consumer rights, labor and employment issues, as well as damages to the company’s interests caused by its directors and executives. Additionally, he assisted clients in managing public relations crises when needed.

In a notable case involving a substantial asset transaction, despite coinciding with the static management during Shanghai epidemic lockdown, Jin’s team, within only 7 days of being entrusted with the case, helped the client simultaneously complete the lawsuit filing and the asset preservation filing. Moreover, within a mere 24-hour post-filling, they effectively secured court approval for freezing the defendant’s account, thwarting an attempt to transfer several hundred million yuan the very next morning.

Released via WeChat official account “律星说” (ID: LegalStar) and will be updated continuously.

(1) “Is Unanimous Consent of All Shareholders Required for a Shareholders’ Meeting Resolution for Targeted Capital Reduction?”

(2) “After Signing a Memorandum of Cooperation Without a Signed Contract, Can a Formal Contract be Deemed Established if Major Obligations are Actually Fulfilled?”

(3) “Can a Company Refuse to Pay Year-End Bonuses to Employees Dismissed Before Bonus Distribution Based on the Employee Handbook?”

(4) “Is the Legal Representative Liable for Unauthorized Use of the Company Seal and Undervalued Transfer of Major Company Assets?”

(5) “Will the Transfer of State-owned Equity without Asset Evaluation Procedures Render the Transfer Agreement Invalid?”

(6) “Ownership of a Company Promotional Account Registered with Employee Personal Information Upon Employee Departure”

(7) “Forgery | Is a Contract Valid for the company if the Legal Representative Stamps with a Counterfeit Seal?”

(8) “Authentic Signature, False Identity | Does a Contract Signed by a Major Shareholder or Former Spouse of the Legal Representative Carrying an Official Seal Have Binding Force?”

(9) “Can Foreign Company Directors and Officers Who Harm the Interests of the Company in China be Sued Domestically under Chinese Law?”

(10) “What Standards Determine Liability for Damages by Directors and Officers Due to Breach of Fiduciary Duties?”

For more articles, please follow and read in WeChat official account “律星说” (ID: LegalStar).

(1) Key Changes in the New Company Law That Investors Cannot Ignore, August 2024.

(2) Current Tax Rates Knowledge Training in Hong Kong, December 2023.

(3) Current Tax Rates Knowledge Training in China, November 2023.

(4) Beijing Property Exchange Trading Rules, August 2023.

(5) State-owned Assets Supervision and Transaction Rules, July 2023.

(6) Key Rules of Cayman Island Corporate Law, May 2022.

(7) Contract Draft and Amendment Knowledge, June 2021.

(8) Series training on “How to Design Company Equity Structure, Governance Structure and Incentive Programs”, from February 2021 to June 2021.

(9) Series training on “The Secrets of Investment Terms”, covering topics such as valuation, liquidation preferences, VAM, repurchase, veto power, shareholding structure analysis, outbound investments, right to information, shareholding ratios, and value control, phased maturity and so on, from September 2017 to May 2020.