February 2012 / Issue No. 19 of Series ALBANY AMSTERDAM ATLANTA AUSTIN BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MIAMI MEXICO CITY+ NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PALM BEACH COUNTY PHILADELPHIA PHOENIX SACRAMENTO SAN FRANCISCO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON, D.C. WHITE PLAINS Strategic Alliances with Independent Law Firms** MILAN ROME 1. Tax China Initiates Value Added Tax (VAT) Reform in Shanghai 11/16/2011 11/16/2011 In two joint circulars issued by the Ministry of Finance (MoF) and the State Administration of Taxation (SAT), the Circular on Printing and Distributing the Pilot Program for the Collection of VAT Instead of Business Tax (Circular No. 110), and the Circular on the Implementation of the Pilot Change from Business Tax to Value- Added Tax in Transportation and Certain Modern Service Industries in Shanghai (Circular No. 111 ; Circular No. 110 and Circular No. 111 are collectively referred to as the VAT Rules), a pilot program in Shanghai to replace business tax (BT) with VAT was initiated on January 1, 2012. While the pilot program is limited to Shanghai and to particular industries, the VAT Rules are likely to serve as a roadmap for future reforms that may be initiated across China. Below are highlights of the VAT Rules. A. VAT- taxable services and VAT rates Starting on January 1, 2012, transport services, leasing service and five other types of modern services will be subject to VAT instead of BT. The specific services and applicable rates are as below: VATable Service Applicable VAT Rate Tangible movable property leasing services (including finance lease and operation lease) 17% Transportation services: Land transport services Waterway transport services 11% Air transport services Pipeline transport services Modern services (excluding tangible movable property leasing services): Research and development and technology services (including technology consulting service, technology transfer service, etc.) Information technology services (including software service, electric circuit design and testing service, etc.) Cultural and creative services (including design service, IPR 6% service, advertising service, conference and exhibition service, etc.) Logistics support services (including port service, cargo transport agency service, etc.) Authentication consulting services (including certification service, tax and legal services, etc.) Other taxable services stipulated by the SAT and MoF 0% 1
February 2012 / Issue No. 19 of Series B. VAT calculation If a taxpayer engages in multiple VAT- taxable services subject to different VAT rates, the taxpayer shall calculate the revenue of different services separately; otherwise, the highest VAT rate shall apply to the total revenue of all the services the taxpayer is engaged in. Similar to existing VAT taxpayers, taxpayers engaging in the newly- included VAT- taxable services can also apply for the status of VAT General Taxpayer, as long as the annual revenue derived from VAT- taxable services reaches RMB 5 million. Taxpayers providing road and inland waterway cargo transport services if they currently have the right to issue invoices can apply for the status of General Taxpayer as well, even if their annual sales value is below the RMB 5 million threshold. General taxpayers can have input VAT deducted from their output VAT, therefore, they shall calculate their VAT liability using the formulas below: VAT liability = Output VAT during the term input VAT during the term Output VAT = Revenue Corresponding VAT rate For taxpayers that have included output VAT in the price of goods/services provided, sales value shall be calculated as: Revenue = VAT- included Revenue (1 + corresponding VAT rate) In contrast to General Taxpayers whose revenue must exceed a certain threshold and who are able to offset the output VAT with the input VAT, small- scale taxpayers will not be able to offset their input VAT, so they shall calculate their VAT liability using the formula below: VAT liability = Sales value VAT rate for small- scale taxpayers C. Favorable VAT Treatment The following services will be exempt from VAT payment: (1) individual transfers of copyright; (2) technology transfers, development, consulting and services provided by taxpayers engaging in the newly- included VAT-taxable services (pilot VAT payers); (3) VAT- taxable services included in contracted energy management projects, provided by eligible energy- saving service companies; (4) VAT- taxable services provided by Shanghai-registered offshore outsourcing enterprises (the VAT exemption will be effective between January 1, 2012, and December 31, 2013); (5) vessel inspection services provided by the American Bureau of Shipping (ABS) within China (the VAT exemption will be effective only when the ABS stays as a non- profit organization in China and the China Classification Society enjoys the same tax- free treatment in the United States), etc. The following services will enjoy a VAT refund (or partial VAT refund) upon collection: (1) domestic cargo transportation, warehousing and handling services provided by Yangshan Bonded Port Zone- registered pilot VAT payers; (2) VAT- taxable services provided by entities that attend to the disabled; (3) pipeline transport services provided by pilot VAT taxpayers; and (4) tangible personal property leasing services provided by the pilot VAT taxpayers that engage in the pilot financial leasing businesses as approved by People s Bank of China, China Banking Regulatory Commission and Ministry of Commerce. 2
February 2012 / Issue No. 19 of Series - Circular on Printing and Distributing the Pilot Program for the Collection of VAT Instead of Business Tax - - Circular on the Implementation of the Pilot Change from Business Tax to Value- Added Tax in the Transportation and Certain Modern Service Industries in Shanghai - - Issuing Authority: State Administration of Taxation; Ministry of Finance - Date of Issuance: November 16, 2011/ Effective date: January 1, 2012 2 Tax Qualifications of General VAT Taxpayers in the Pilot Program (12/2/2011) Following the promulgation of two circulars on the pilot project for replacing the imposition of business tax with value- added tax (Circular No. 110 and Circular No. 111) in the transport industry and certain modern service sectors in Shanghai, China s State Administration of Taxation (SAT) issued the Matters Relating to the Determination of the Qualifications of General VAT Taxpayers in the Pilot Program for the Collection of VAT in Replacement of Business Tax in Shanghai (Circular [2011] No. 65, the Qualification Circular ) on December 2, 2011. According to the Qualification Circular, taxpayers with annual revenue exceeding RMB 5 million generated from taxable services under the pilot project should apply for VAT general taxpayer status with the responsible tax authority. The annual revenue of taxable services refers to the cumulative value of sales in a consecutive period not exceeding 12 months generated from the provision of services in the transportation industry and certain modern services industries. Any taxpayer in the pilot areas that (1) is engaged in land or inland water transportation of cargo; an invoice issuing taxpayer, and (2) passed the 2011 annual audit, shall be recognized as a general taxpayer regardless of whether its annual revenue exceed RMB 5 million. Such taxpayers, together with the taxpayers that have already obtained the status of general taxpayer and had been providing taxable services under the pilot project, do not need to submit applications for general taxpayer status. Instead, the responsible tax authority will prepare and send a Tax Matter Notification to the taxpayer. Taxpayers with an annual revenue under RMB 5 million and those who have newly established their businesses can also apply to be recognized as general taxpayers with the responsible tax authority. Applicants meeting the requirements below should be granted general taxpayer status by the responsible tax authorities: having a fixed production and business premises; and having accounting books in accordance with China uniform accounting rules, to carry out accounting and auditing on the strength of legal and valid vouchers, and to provide accurate tax documentation. - Announcement of the State Administration of Taxation on Matters Relating to the Determination of the Qualifications of General VAT Taxpayers in the Pilot Program for the Collection of VAT in Replacement of Business Tax in Shanghai - - Issuing Authority: State Administration of Taxation - Date of Issuance: December 2, 2011/ Effective date: January 1, 2012 3
February 2012 / Issue No. 19 of Series 3 Foreign Direct Investment China Revises Foreign Investment Catalogue On December 24, 2011, the new version of the Foreign Investment Industrial Guidance Catalogue was jointly issued by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). As an implementation of the State Council s Several Opinion on Further Improving the Work of Utilizing Foreign Investment in 2010, the NDRC and MOFOCM prepared and released a draft of the Catalogue for public comment in April of 2011, and finally adopted it at the end of 2011. Initially issued in 1995, the Catalogue had undergone five revisions. The Catalogue divides industries into encouraged, restricted or prohibited categories, and the industries not mentioned in the Catalogue are considered a permitted category. Based upon the spirits of the 12th Five Year Plan earlier this year with the aim of shifting the Chinese economy towards a more flexible and balanced mix between manufacturing and consumption, the 2011 Catalogue revolves closely around the theme of accelerating the change in the direction of China s economic development, and places great emphasis on improving the foreign investment structure and promoting technological innovation, as well as upgrading industries. Compared to the 2007 version, the 2011 Catalogue brought significant adjustments to China s industrial policies towards foreign investment, including: Industries added to the encouraged category: new energy vehicles and its key parts, internet system equipment based on IPv6, venture capital investment, IP services, vocational training, charging station for new energy automobile, etc.; Industries removed from the encouraged category: automotive vehicle manufacturing, polycrystalline silicon and coal chemical industries, improvement of low and medium yielding field, prospecting and exploitation of submarine flammable ice, production of mass coal chemical industrial products, production of BCG and polio vaccine, etc; Industries added into the restricted category: construction and operation of large agricultural wholesale markets, construction and management of gas, heat and draining pipe networks for cities with more than 500,000 residents; Industries removed from the restricted category: establishment of medical institutions, and financial leasing company, auction, gas, heat and draining networks, production of carbonic acid beverage, etc.. The 2011 Catalogue will take effect on January 31, 2012. The 2007 Catalogue continues to apply to the foreign invested enterprises incorporated before that effective date. However, the capital increase, equity transfer or initial public offering in foreign stock exchanges of those enterprises will be subject to the 2011 Catalogue. - Industrial Guiding Catalogue for Foreign Investment - - Issuing Authority: National Development and Reform Commission and Ministry of Commerce - Date of Issuance: December 24, 2011 / Effective Date: January 31, 2012. 4
February 2012 / Issue No. 19 of Series 4 Foreign Direct Investment MOFCOM and SAFE Jointly Clarifies Rules Relating to the Re- Investment of Foreign- Funded Investment Companies On December 8, 2011, the Ministry of Commerce (MOFCOM) and the State Administration of Foreign Exchange (SAFE) jointly issued the Circular on Further Improving the Administrative Measures Concerning Foreign- Funded Investment Companies (the FFIC Circular), clarifying issues relating to the reinvestment of foreign- funded investment companies (FFIC). An earlier SAFE circular issued on March 29 required that all RMB gains of a FFIC obtained within the PRC must be treated as an increase of the FFIC s registered capital before the FFIC can reinvest the money into PRC companies. The requirement was considered a mandatory increase of the FFIC s registered capital and was inconsistent with the PRC Company Law and the central government s policy encouraging the establishment of FFICs. Against this backdrop, MOFCOM and SAFE issued the FFIC Circular, revoking the requirement of a mandatory increase of the registered capital. The FFIC Circular provides that an FFIC, subject to the approval of local commerce bureau and with the verification of local SAFE, can (i) directly reinvest the RMB gains, including dividends, recovered investment, liquidation proceeds, proceeds from equity transfer and income derived from a reduction of its registered capital, in the PRC companies; or (ii) use such gains to increase its registered capital before re- investment. According to the FFIC Circular, it is no longer obligatory for an FFIC to increase its registered capital before it can reinvest the RMB gains. The FFIC Circular further clarifies the procedure of re- investment by an FFIC. As a first step, the FFIC must obtain approval for the reinvestment from the local commerce bureau. Subsequently, it should submit the following materials to a local SAFE: a written application, the foreign exchange registration card, the approval letter of the local commerce bureau, evidence of the origin of the RMB capital, and the latest capital verification report and the auditing report. Upon verification by the local SAFE, the FFIC can directly transfer the capital to the target company, or transmit the money to its own account before transferring the money to the target company. In addition, the FFIC Circular provides that the domestic loans cannot be used in the FFIC s reinvestment, which is consistent with existing policies on the reinvestment policies for all foreign invested enterprises. - Circular on Further Improving the Administrative Measures Concerning Foreign- Funded Investment Companies - - Issuing Authority: Ministry of Commerce and State Administration of Foreign Exchange - Date of Issuance: December 8, 2011 / Effective Date: December 8, 2011 5
February 2012 / Issue No. 19 of Series 5 Corporate Law China Allows Creditors Conversion into Shareholders (11/23/2011) After the issuance of draft for public comment on August 18, 2011, the State Administration for Industry and Commerce (SAIC) released the Administrative Measures for the Registration of Debt for Equity Swaps (the Swap Measures ) on November 23, 2011. The Swap Measures came into effect on January 1, 2012. For the purpose of the Swap Measures, debt for equity swap refers to the act of swapping from any creditor the debt, which such creditor is entitled to, of a limited liability company or joint stock company established in China to increase the registered capital of such company. According to the Swap Measures, a company s creditor can register the debt- for- equity swap with SAIC or its local counterparts. Three types of debt are eligible and will be accepted for swap purposes: (1) debt arising from acontractbetweenthecreditorandthecompanywherethecreditordoesnotcontraveneprohibitoryprovisions of PRC laws and regulations; (2) debt upheld by a court s judgment; and (3) debt listed in the reorganization plan approved by the people's court or in the reconciliation agreement accepted by the ruling of the people's court during the bankruptcy reorganization or reconciliation period of the company. The Swap Measures also specifies the following issues: Valuation. The debt to be swapped for equity shall be evaluated by a lawfully established assets appraisal institution. The evaluated capital contribution of debt- for- equity swap shall not exceed the appraised value of such debt. Non- Cash Capital Contribution. The sum of the appraised capital contribution of invested debt- for- equity swap and the appraised capital contribution of other non- monetary properties shall not exceed seventy percent of the registered capital of the company. Capital Verification. Capital contribution through debt- for- equity swaps must be verified by a qualified capital verification institution that will issue a supporting document specifying the basic information of the debt, the appraisal and appraised value of the debt, the swap agreement, the accounting documents demonstrating relation to the debt cancellation, and applicable approvals. Registration Procedure. Where debt is swapped for the equity, the company shall apply to the company registration authority for the change of registration concerning registered capital, paid- in capital or other registration items involved. - Administrative Measures for the Registration of Debt- for- equity Swap of Companies - - Issuing Authority: State Administration of Industry and Commerce - Date of Issuance: November 23, 2011 / Effective date: January 1, 2012 6
February 2012 / Issue No. 19 of Series 6 Corporate Law SAIC Standardizes the Registration of Mergers and Restructuring (11/28/2011) On November 28, 2011, Opinions on Completing Corporate Merger and Division Registration to Support Corporate Merger and Restructuring (the Registration Opinions ) was issued by the State Administration for Industry and Commerce (SAIC), three months after draft Registration Opinion were released. The Registration Opinions took effect on the immediate date of issuance. Major provisions in the Registration Opinions are summarized below: Supporting corporate merger, division and restructuring. It is necessary to support domestically- funded companies in completing merger and division registrations under these Opinions. Where a foreign- funded company is to be divided or continues or the newly founded company is a domestically- funded one, registration shall be completed under relevant law, administrative regulations and these Opinions. Compared with the Registration Draft, the merger between a domestic company and a foreign- funded company does not fall into the scope of Registration Opinions. Supporting companies in independently electing the type of the restructured company. Companies existing or newly established after a merger or split, when meeting all conditions specified in the Company Law, may choose to be limited liability companies or companies limited by shares. Supporting companies in agreeing on a registered capital. For companies existing or newly established due to amergerordivision,theregisteredcapitalandpaid- upcapitalshallbedeterminedthroughthemergeror division agreement, but shall not exceed the total registered capital and paid- up capital of all companies prior to a merger, nor exceed the registered capital and paid- up capital of the company prior to the split. Supporting companies in independently agreeing on shareholder contributions. For companies existing or newly established due to a merger or division, the proportions of contributions by shareholders (initiator) and subscribed or paid- up capital contribution shall be determined by the merger agreement, or the split resolution or decision, and shall also subject to approval when required by laws, regulation and decisions of the State Council. Supporting subsidiaries in competing change of subordination relations. When companies dissolved or divided due to a merger have subsidiaries, the subsidiary disposal plan shall be indicated in the merger agreement, or in the split resolution or decision. Supporting equity succession in limited liability companies. Where a company is dissolved due to merger or division holds shares of another limited liability company, a plan for settling the shares held shall be indicated in the merger or division agreement or decision. Supporting companies in applying for registration of multiple changes at one time. In cases when changes occur in other registration items, such as addition of shareholders or increases in registered capital due to mergers or divisions, relevant registration applications may be filed concurrently, but shall conform to relevant laws and regulations. - Opinions on Completing Corporate Merger and Division Registration to Support Corporate Merger and Restructuring - - Issuing Authority: State Administration of Industry and Commerce - Date of Issuance: November 28, 2011/ Effective date: November 28, 2011 7
February 2012 / Issue No. 19 of Series 7 Private Equity Mandatory Filing of RMB Funds in China (11/23/2011) On November 23, 2011, the National Development and Reform Commission (NDRC) issued the Notice on Promoting the Standardized Development of Equity Investment Enterprises (the PE Notice ) which took effect on the immediate date of issuance. The PE Notice came approximately three quarters after the filing regime for equity investment funds and fund of funds (collectively called equity investment enterprises, EIEs) was piloted at six locations in China and 11 filing guidelines were issued by the NDRC, expanding the reach of the filing regime to all EIEs established in mainland China and clarifying certain issues. Under the pilot regime, all EIEs must be created as a limited liability company, a joint stock company, a general partnership or a limited partnership. The PE Notice clarified the limits on the number of investors of an EIE: (1) as a limited liability company, the number of shareholders cannot exceed 50; (2) as a joint stock company, the number of promoters cannot exceed 200; (3) as a limited partnership there must be at least one general partner and at most 50 partners; and (4) multiple investors jointly aggregate their investments through a trust or partnership will be calculated separately unless they invest through a fund of fund. The PE Notice mandates that an EIE must file its business license, articles of association or partnership agreement, asset verification report, prospectus, commitment letter for capital subscription signed by the investors, etc. with the NDRC (when raised capital exceeds 500 million RMB) or with a registry department designated by the provincial government (when raised capital falls short of 500 million RMB), within one month after its incorporation. The PE Notice provides two exemptions to the mandatory filing system: (1) registering as a venture capital enterprise according to the Provisional Administrative Rules on Venture Capital Investment Enterprises (the Provisional Rules ); or (2) being invested by a single natural person or institution through its wholly owned subsidiaries. According to the press conference held by the NDRC after the initiation of the pilot program, the EIE is different from the venture capital enterprise in that the EIE refers to RMB funds that raises capital from specific qualified investors while the venture capital enterprise encompasses both funds and non- fund companies, i.e., individual investor that do not attract capital from qualified investors. The venture capital enterprise is subject to a separate filing regime under the Provisional Rules. The PE Notice confirms the disclosure obligations of all EIEs under the pilot regime. EIEs are required to submit their annual audited financial reports to the filing authority within four months of the end of every fiscal year. In the event of significant changes with respect to its articles of association or partnership agreement, capital increase or decrease agreement, debt financing, etc., the EIE should also report to the authority within 10 days. - Notice on Promoting the Standardized Development of Equity Investment Enterprises - - Issuing Authority: National Development and Reform Commission - Date of Issuance: November 23, 2011 / Effective Date: November 23, 2011. 8
February 2012 / Issue No. 19 of Series 8 Franchising MOFCOM Revises the Filing Regime for Commercial Franchisors On December 12, 2011, the Ministry of Commerce (MOFCOM) released an updated version of the Administrative Rules on the Filing of Commercial Franchisors (the Franchising Rules ). The 2007 version will be replaced when the Franchising Rules take effect on February 1, 2012. The new Franchising Rules clarifies certain issues relating to the procedure and materials for the filing of commercial franchisors, and is considered as a material step to strengthen the filing regime for all commercial franchisors, including foreign or foreign invested franchisors who have contracted with a PRC franchisee. Based on the 2007 version of the Franchising Rules, a franchisor is required to file with the registrar within 15 days of concluding its first franchise agreement within PRC. The franchisor should submit its marketing plan, the location of all franchisee stores, the basic information about the commercial franchise system, a sample franchise agreement, evidentiary documents certifying that the applicant has already operated two stores for one year, etc. In case of changes of the above information, the franchisor must file a modification letter with the registrar within 30 days. The franchisor should file with the provincial registrar if its franchise activities are conducted within that province; if the franchisor contemplates an inter- provincial operation, it is required to file with the national registrar. Compared to the 2007 version, the new Franchising Rules contains the following highlights: it clarifies that the MOFCOM is the national registrar and the provincial commercial bureau is the provincial registrar, and authorizes MOFCOM to delegate its power to specific commercial bureaus; it expressly requires the foreign invested franchisor to file the Certificate of Approval of the Establishment of Enterprises with Foreign Investment and commercial franchise must be included into the franchisor s approved business scope; it requires that all franchisors should file information relating to the termination of franchise agreements with the registrar on a yearly basis; it requires that all franchisors should file the first franchise agreement it enters into with PRC franchisees, and exempts the franchisors who begins their operation within PRC prior to May 1, 2007, from the filing obligations with respect to the following information: marketing plan, the location of all franchisee stores, the basic information about the commercial franchise system, evidentiary documents certifying the applicant has already operated two stores for one year, IP certificates, and business license. The new Franchising Rules sets up a public accessible network for the nation- wide filing system. The franchisor can also request the registrar to issue a confirmation letter indicating the record of its filing. - Administrative Rules on the Filing of Commercial Franchisors - - Issuing Authority: Ministry of Commerce - Date of Issuance: December 12, 2011 / Effective Date: February, 2012 9
February 2012 / Issue No. 19 of Series 9 Labor Negotiation and Mediation of Labor Disputes (11/30/2011) According to previous laws and regulations, China s Ministry of Human Resources and Social Security (MHRSS) required large and medium- sized enterprises to establish labor dispute committees to ensure that an effective communication and dialogue mechanism exists between employers and employees. The Provisions on Negotiation and Mediation of Labor Disputes of Employers (MHRSS Decree No. 17, the Labor Provisions ), issued on November 30, 2011 detailed the negotiation and mediation procedures when labor disputes take place, and emphasized enterprises obligations to put an operative mediation mechanism in place. The new Labor Provisions took effect on January 1, 2012. Major provisions are summarized below: A. Negotiation on labor issues Where there is a labor dispute, either the employer or the employee may negotiate a resolution with each other by scheduling a meeting. An employee may also require the employer s labor union to participate or assist in the negotiations. Where one party raises a request for negotiation but the other party fails to respond within five days after the request is made, it can be regarded that the other party is not willing to negotiate and the party requesting negotiation may therefore turn to mediation or arbitration. Where the negotiating parties reach an agreement, a written settlement accord shall be signed and used to enforce both parties future implementation of the resolution. B. Mediation of labor disputes Alarge/medium- sizedenterpriseshallestablishalabordisputemediationcommitteeandhirefull- timeorpart-time mediator(s). A branch of the large/medium sized enterprise may establish a mediation committee based on its actual needs. While a small- sized enterprise may establish a mediation committee, or appoint employee(s) as the mediator(s), based on election/recommendation by both the employer and employees. C. Responsibilities of a Mediation Committee Publication of laws, regulations and policies about labor right protection; Mediation of labor disputes within the enterprise shall be 1) started within three working days after an application for mediation is submitted and both involved parties have agreed to settle disputes by mediation; and 2) closed within 15 days after it is started, unless both involved parties agree to extend the mediation period; Supervision the implementation of settlement agreements; Engagement, dismissal and management of mediators (a mediator s employment duration shall last no less than one year); Coordination in the enforcement of labor contracts, collective contracts and corporate labor regulations; Participation in studies on programs relevant to the essential interest of employees; Assistance in establishing an early warning mechanism to prevent labor disputes in the enterprise. 10
February 2012 / Issue No. 19 of Series D. Arbitration of Labor Disputes Within 15 days after the settlement agreement takes effect, the parties may apply for an arbitration review by a labor dispute arbitration committee. Involved parties may refer a labor dispute to arbitration in cases where: involved parties are not willing to settle disputes by mediation; involved parties fail to reach an agreement during mediation; one involved party refuses to implement the settlement agreement within the stipulated time limit. - Provisions on Negotiation and Mediation of Labor Disputes of Employers - - Issuing Authority: Ministry of Human Resources and Social Security - Date of Issuance: November 30, 2011/ Effective date: January 1, 2012 11
February 2012 / Issue No. 19 of Series The is prepared by Greenberg Traurig's China Practice Group. Inquiries regarding this information or about our China Practice may be directed to the following GT attorneys: George Qi +86 (21) 6391-6633 qig@gtlaw.com Dawn Zhang +86 (21) 6391-6633 zhangd@gtlaw.com Thomas Loo 310.586.7890 loot@gtlaw.com Albany 518.689.1400 Amsterdam +31 20 301 7300 Atlanta 678.553.2100 Austin 512.320.7200 Boston 617.310.6000 Chicago 312.456.8400 Dallas 214.665.3600 Delaware 302.661.7000 Denver 303.572.6500 Fort Lauderdale 954.765.0500 Houston 713.374.3500 Las Vegas 702.792.3773 Los Angeles 310.586.7700 London* +44 (0) 203 349 8700 Mexico City +52 55 5029 0000 Miami 305.579.0500 New Jersey 973.360.7900 New York 212.801.9200 Orange County 949.732.6500 Orlando 407.420.1000 Palm Beach County North 561.650.7900 Palm Beach County South 561.955.7600 Philadelphia 215.988.7800 Phoenix 602.445.8000 Sacramento 916.442.1111 San Francisco 415.655.1300 Shanghai +86 21 6391 6633 Silicon Valley 650.328.8500 Tallahassee 850.222.6891 Tampa 813.318.5700 Tysons Corner 703.749.1300 Washington, D.C. 202.331.3100 White Plains 914.286.2900 This Greenberg Traurig newsletter is issued for informational purposes only and is not intended to be construed or used as general legal advice. Please contact the author(s) or your Greenberg Traurig contact if you have questions regarding the currency of this information. The hiring of a lawyer is an important decision. Before you decide, ask for written information about the lawyer s legal qualifications and experience. Greenberg Traurig is a service mark and trade name of Greenberg Traurig, LLP and Greenberg Traurig, P.A. 2012 Greenberg Traurig, LLP. All rights reserved. *Operates as Greenberg Traurig Maher LLP. **Greenberg Traurig is not responsible for any legal or other services rendered by attorneys employed by the Strategic Alliance firms. +Greenberg Traurig s Mexico City office is operated by Greenberg Traurig, S.C., an affiliate of Greenberg Traurig, P.A. and Greenberg Traurig, LLP. 12