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Clare Lu

Partner

Shanghai

Tel : +86 21 6141 1488 Email : cllu@deloittelegal.com.cn
  • Personal profile
  • work experience

Clare has nearly 20 years’ experience in providing legal and tax services. She advises foreign-invested enterprises, group companies and listed companies on a retainer basis with respect to legal, tax, foreign exchange control, customs administration and business operation issues. She assists foreign and domestic investors in investment structure design, business model planning, projects negotiation, documents reviewing and drafting in inbound and outbound investments. Clare conducts deal structuring, performs legal and tax due diligence reviews, and provides legal and tax advisory services in merger & acquisition deals, inter group restructuring projects and IPOs by foreign and domestic companies. She also performs comprehensive compliance services for foreign-invested enterprises, group companies, pre-IPO companies, and PRC listed companies, including assessing risks in business models, reviewing internal operational procedures, reviewing agreements in cross-border transactions, and commenting and designing overall risk control system.

Clare is a delegate of People’s Congress of Huangpu District, Shanghai. She is Chairman of Taxation Committee of Shanghai Bar Association, a member of Finance Committee of Shanghai Bar Association, and a member of Tax and Finance Committee of China Law Society. Clare was recognized as one of the Leading Lawyers in Tax by Legal Media Group’s Asialaw Leading Lawyers 2017. Clare was selected Top 15 Women Lawyers in China by Asian Legal Business (2012). She was awarded a top-tier ranking in tax law by Chambers Asia and was the only local attorney awarded in 2008. Clare was chosen as the winner of the 2011 China Tax Lawyer of the Year Award by Corporate INTL and was also nominated as a corporate tax expert by Global Law Experts.

Clare is one of the main authors of the loose leaf book on “Investment in China Special Economic Zones” (published by CCH in 2007).  Clare has been frequently invited by prestigious publishers (e.g. CCH, LexisNexis, Asian Legal Business, China Law Practice), Shanghai Bar Association, Associations of Enterprises with Foreign Investment, etc. to provide trainings, speak in seminars, provide commentaries and articles, which widely cover legal, taxation, Customs administration, foreign exchange administration, etc.

Clare obtained her LL.B degree from Shanghai University of Finance and Economics and LL.M degree from Renmin University of China. Clare is a PRC practice lawyer, a member of the Chinese Institute of Certified Public Accountants and also a member of the Chinese Certified Tax Agents Association.

 

Representative Experience
M&A and Restructuring

Pre-IPO restructuring

  • Advised a medical instrument manufacturer in pre-IPO restructuring and domestic IPO.
  • Advised a bio-medical company in pre-IPO restructuring shareholding structure and business for corporate governance and IPO purposes.
  • Advised a fashion industry company in restructuring business for IPO purposes.
  • Advised an online game company's pre-IPO restructuring and NASDAQ IPO.
  • Advised various pre-IPO company in structuring and implementation of employee stock option plan.

M&A, legal and business restructuring

  • Advised foreign investors' acquisition of PRC companies/assets, legal DD, advisory, negotiation and legal document drafting.
  • Assisted governments, foreign invested companies and private companies in exploring business opportunities in Pilot FTZs, including creating outbound financing/investment platforms, setting up of cash pool, etc. 
  • Advised a private fashion industry company on internal legal and business restructuring (including drafting of legal documents) related to all employees' stock option plan.
  • Advised a PRC listed company on internal restructuring using equity contribution.
  • Advised an MNC giant in logistic Industry on an internal tax driven restructuring.
  • Advised a EU based medical instrument manufacturer's internal reorganization.
  • Advised an existing foreign invested company's relocation and restructuring of business.
  • Advised a private company in structuring of employee stock option plan.
  • Advised a foreign invested logistic company on offshore share transfer.
  • Advised Japanese Group companies' inter group restructuring.
  • Advised EU based group companies' legal structure/business restructuring through China (Shanghai) Pilot Free Trade Zone.

Legal Service to New Type of Companies

  • Provided legal advisory services to an online financial service provider on its first online consumer finance ABS issuance in the market.
  • Provided legal advisory services to various ABS projects in new financial sector.
  • Assisted online platform companies to design and implement new business models, including design and implement debt and equity financing product to a famous online finance platform, business model study to an online logistic platform.
  • Performed legal health check and retainer services to various online platform companies.
  • Provided legal services to various online finance platform companies on employee stock option plans.

Risk Control

  • Advised a Hong Kong listed MNC in fashion industry on restructuring its business model in PRC from legal and tax perspective.
  • Advised a Fortune 500 company in Consumer Goods Industry in establishing internal customs risk control system and follow-up advisory.
  • Advised a state owned group company in contract amendment in logistic business to control risk.
  • Advised a top tier TMT company's global capital compliance project.

Foreign Direct Investment

  • Advised a multi-national sportswear giant on establishment of wholesale and retail network.
  • Advised a top tier local hotel management company and hotel landlord's cooperation with a leading luxury hotel operator regarding reform and operation of a famous hotel on the Bund, including reform of the hotel, form of JV hotel management company, and negotiation and execution of hotel management agreement.
  • Assisted Wuxi New District government in inviting a foreign investment project in Wuxi, including negotiation, contract revising, advisory etc.
  • Advised a Taiwan based book store operator in establishing book store in Mainland China.
  • Advised a foreign invested real estate company's independent real estate development / cooperation with state owned group companies in real estate development in Lujiazui.
  • Assisted an EU based multinational electronic appliances manufacturing group in establishing the first branch in Waigaoqiao Bonded Logistics Zone in 2004, which is also the first branch after the establishment of Waigaoqiao Bonded Logistics Zone.
  • Assisted a PRC listed electronic equipment manufacturer’s business model study using Waigaoqiao Free Trade Zone and Waigaoqiao Bonded Logistics Zone.
  • Advised a Taiwan LED parts manufacturer company's investment in China.
  • Advised foreign invested companies' deregistration/relocation.
  • Advised a US based auto parts manufacturing company on FX payment under debt restructuring.
  • Advised a foreign invested logistic company on change of business model for FX settlement purposes.
  • Helped an EU based software company in structuring outwards licensing fee payments.
  • Advised an foreign invested insurance company on intergroup FX payment.
  • Assisted a Sino-US JV university in outward payment of startup fees, expenses and charges.
  • Advised various foreign invested group companies' fulfilment of intergroup FX payment.
  • Assisted a US group company's capital reduction of a Shanghai subsidiary and repatriation of previous yeas' profit.

 

Outbound Investment

  • Assisted various PRC companies' overseas investments in various countries, including Europe, Asia, Africa, etc.
  • Assisted a Zhejiang based group company's acquisition of Spanish company and subsequent implementation of the Spanish company's technology in China.
  • Advised a state owned group company's establishment of overseas investment platform, cooperation with overseas investor and subsequent investment into China in real estate sector.
  • Provided tax advisory to various enterprise's overseas investment structure.
  • Provided training to middle and senior level managers of central owned enterprises, state owned enterprises and private enterprises on overseas investment.

Private Equity

  • Advised various state owned background PEs on legal structure, and assist in fund formation (including prepare legal documents).
  • Advised a stated owned company on the onshore and offshore structure planning of PE, for the purpose of acquisition of the land, financing for the acquisition, as well as setting-up and the subsequent operation of the PE. 
  • Advised an US based PE on establishment of management company in Tianjing and subsequent fund formation.
  • Advised a foreign owned background PE engaged in investment in culture industry on a retainer basis from legal and tax perspectives.
  • Advised a stated owned background PE engaged in tourism on establishment of management company and subsequent fund formation.
  • Advised real estate PEs on retainer basis from legal and tax perspectives.
  • Assisted a well-known Foreign PE in resolving the investment disputes, including advice on the dispute resolutions and follow up implement.
  • Acted as legal advisor of a TMT company to finish two round share subscription by investors, reviewed and revised legal documents, and assisted closing.
  • Spoke at CCH seminar on “New Regulation on Foreign Investment - Foreign Invested Partnership Enterprises” in 2010.
  • Provided training on limited liabilities partnerships for a joint venture Assets Management Company.

Dispute Resolution

  • Advised various companies in tax payment disputes and investigations in various cities. 
  • Assisted a Switzerland based MNC in customs investigation on customs supervised equipment.
  • Assisted a Japan based Fortune 500 electronic products manufacturer in waiving payment of additional import taxes and penalties in customs valuation investigation by Customs. Such success has prevented a nationwide unfavourable valuation result against the Japanese Group.
  • Assisted an EU based group company’s export classification investigation by Customs, including successfully released the products in the stage of smuggling investigation period to avoid breach of supply contract.
  • Advised a US listed electronic company on dealing with VAT export investigations and conducted compliance review of its affiliates' export models.
  • Assisted a state owned company in corporate income tax payment dispute in Shandong.
  • Advised a foreign invested company on individual income tax payment dispute with employees.
  • Advised Chinese party of a JV hotel on disputes in JV contract.
  • Advised a Japanese company in settlement of dispute with Chinese partner.
  • Provided trainings to Shanghai practice lawyers on the topic of tax dispute resolution.

Retainer Services

  • Advised foreign invested companies from the following industries and sectors on retainer basis:
  • Wholesale and retail
  • Shopping mall
  • Manufacturing
  • Logistic industry
  • TMT
  • Financing and new financing
  • Senior caring real estate owner and operation company
  • Holding company and group company
  • Private equity
  • State owned group companies
  • Private companies
Clare Lu