CBLJ FORUM BEIJING 2026

KENNY WU SAID that in high‑frequency disputes such as valuation adjustment mechanisms and share repurchase arrangements, a prevailing pain point for companies was that even a legal victory often failed to make good their losses.

But he said  the new Company Law significantly strengthened the duties and liabilities of shareholders, directors, supervisors and senior management, offering a potential breakthrough in addressing this dilemma.

Rather than pursuing shareholder and director liability solely as an ex-post remedy, Wu said: “Companies must consider from the outset how to identify and lock in the relevant rights, obligations and responsible parties, preserve evidence in advance, and genuinely apply the new rights conferred by the rules throughout the entire process.”

You Huan said overseas cases were increasingly characterised by diversified parties and more complex legal relationships and applicable legal rules. In response to multi‑party disputes, she said that instead of pursuing a one‑size‑fits‑all solution, companies should disentangle the various lines of dispute and legal relationships, and engage specialist counsel accordingly.

At a conceptual level, she said  in‑house counsel and senior management needed to adopt a pragmatic approach to commercial risk control and move beyond a zero‑sum mindset. “When facing complex cross‑border commercial disputes, many companies would prefer to spend 30% of the time to recover 80% of the amount, rather than spend 300% of the time to recover 100%.”

She added: “Taking a big‑picture view in cross‑border disputes is far more pragmatic than focusing on marginal gains.”

Drawing on the overseas experience of central state‑owned enterprises (SOEs), Zhang Xiangnan said companies should adopt a systematic approach to cross‑border disputes. “Strive to avoid litigation, do not fear litigation and seek to prevail when litigation is necessary,.” Zhang said.

Prevention of overseas disputes should begin at an earlier stage, with careful control over business decision‑making, partner selection, contract drafting and contract performance, he said. Where litigation cannot be avoided, Zhang said companies should “choose the right battleground” and consider gradually shifting arbitral venues from the Atlantic region to the Asia‑Pacific or domestic jurisdictions where suitable.

On the question of what it means to “win”, he said this should be assessed in light of the specific circumstances of each case. “We need to present sound legal arguments and also conduct an economic assessment, and set realistic objectives.”

Marco Chung said many risks were effectively determined at the contract‑signing stage, so companies should pay close attention to contract review, particularly dispute resolution clauses, even after lengthy commercial negotiations.

Referring to property preservation measures, he said the court’s 48‑hour preservation mechanism depended on advance preparation that could take weeks or months. At the enforcement stage, Chung said the choice of arbitral seat was important, and companies should select a jurisdiction where awards could be enforced more efficiently. “If the seat is not appropriate, or enforcement is difficult due to geopolitical factors, that may create additional disadvantages in the global environment of 2026,” he said.

Ji Buyinnasen cited DeHeng Law Offices’ handling of an overseas construction dispute involving a central SOE – when the firm assisted the client through arbitration, litigation and applications for anti‑suit injunctions, and the matter was ultimately resolved through settlement. He said in‑house counsel should familiarise themselves with legal tools that were less commonly used domestically – such as anti‑suit injunctions – and consider approaches beyond a zero‑sum framework. “Dispute resolution, whether through litigation, arbitration or mediation, is a means rather than an end. The objective is to protect the client’s interests and achieve the client’s goals,” he said.

Wang Bo said that, to address the “last mile” challenges in enforcing domestic commercial disputes, companies might extend proceedings to add shareholders, directors and senior management as liable parties. Where a judgment debtor is unable to repay debts and has no assets available for enforcement, he said in‑house teams and lawyers should consider initiating procedures to add shareholders and directors or senior executives. Wang said lawyers should begin preparing evidence at an early stage to support such applications. “We should make full use of court investigation orders to obtain and review company bank records and accounts and also require enforcement respondents to provide financial statements in order to identify relevant evidence,” he said.

Photos

IRIS CHEN SAID that current regulatory tightening aimed to align risk management frameworks with international standards, boosting global investor confidence and expanding the financial market. Facing a regulatory trend characterised by “finer, more comprehensive and substance-over-form” scrutiny, she said executives and legal teams had to be thorough. “The essence of look-through regulation is substance over form. When reviewing transaction structures, we must look beyond literal regulatory wording to see whether similar models face comparable regulatory requirements overseas,” Chen said.

She said the primary goal of her firm’s global asset allocation was not to chase windfalls, but rather to minimise yield volatility – and doing so would strike a better balance between risk mitigation and business expansion.

Xu Yehong said many Chinese enterprises currently attempted to evade the long arm of jurisdictions by splitting entities or changing addresses via offshore shell companies. However, she said such “clever” manoeuvres prove ineffective against the look-through, long-term scrutiny of various jurisdictions. Instead, corporations and executives must establish genuinely compliant ring-fencing structures.

Regarding structural design and risk isolation for outbound enterprises, she said: “Founders should initially establish a domestic family platform dedicated solely to receiving post-tax dividends from other investment vehicles. It must not engage in equipment sales, data processing, or operations, nor should it provide guarantees for any other entity.”

She said that only by first erecting this clean defensive wall, followed by multi-tiered, mutually independent overseas subsidiaries combined with documented collective decision-making, could firms maximise the intergenerational protection and orderly inheritance of family wealth.

Terri Wang considered the perspective of increasingly stringent domestic and global tax regulations –particularly Hong Kong’s implementation of the OECD’s expanded Common Reporting Standard (CRS 2.0) framework, with enhanced due diligence and reporting procedures to address emerging risks, expected to take effect from 1 January 2028.

She said corporate tax risks were rapidly spilling over to executives, potentially leading to personal criminal liability in severe cases, and in the CRS 2.0 era, tax reporting in Hong Kong would no longer be voluntary, but mandatory and subject to multilateral exchange.

“If an individual qualifies as a tax resident in two or more jurisdictions, [tax information] will be exchanged with the relevant tax authorities, making it difficult to hide such data anywhere,” she said.

Annie Ling shared her firm’s compliance experience at Micro Connect, an innovative exchange group primarily focused on revenue-sharing investments, funded by international offshore investors. Under Chinese mainland law, there is currently no clear framework regulating revenue-sharing investment models, outside of traditional equity and debt investments.

Micro Connect structures its revenue-sharing in the Chinese mainland through contracts signed by its investment entities, whereas in Hong Kong and Macau it operates via licensed exchanges and asset management companies.

She said that for high-net-worth investors, investing in alternative financial assets “requires grasping the underlying nature of the investment and the methodology for calculating risk-adjusted returns, which presents a remarkably high barrier to entry”.

Photos

JESSIE XU EXPLAINED enforcement challenges that arose when a company’s articles of association conflicted with a shareholders’ agreement under Cayman Islands law. When resolving such conflicts, she said it was advisable to incorporate governance matters – such as share issuance, buybacks and procedural rules for shareholder and board meetings – into the articles of association.

Conversely, she said that matters of a contractual nature, including information rights and share transfer restrictions, could be left to the shareholders’ agreement to prevent unnecessary complications for the company.

She also shared her experience of introducing weighted voting mechanisms to provide technological protection, specifically by incorporating a protective clause stating that “the votes cast against a resolution shall always be one fewer than the number required to pass it”. Consequently, for matters requiring a special resolution, such as amending the articles of association, investors are granted a veto right without adding to the company’s procedural burden.

Jean Jiang draws on practical cases to share hands-on strategies for corporate governance and structural management. She said that when a company was stuck at the listing stage and the interests of early- and late-stage shareholders diverged, the likelihood of convening shareholder meetings to vote on complex matters increased significantly. This required the full involvement of Cayman and Hong Kong legal teams to manage advance notifications, proxy form collection and vote counting in accordance with Cayman law and the company’s articles of association, as well as to address queries from private investors after a resolution was passed.

Regarding the negotiation of redemption rights, she said practitioners should not look at clauses in isolation, but adopt a bespoke commercial strategy tailored to the specific needs of different investors.

In terms of offshore structure management, Jiang said effective management could not rest solely with the legal department, but also required co-operation among the finance, tax and compliance departments.

”In the early stages of local business operations, or even before operations have begun, working with all relevant departments of the company to design the structure and tailor offshore structure contracts to comply with local laws is the very first step towards standardising business operations,” she said.

To enhance governance efficiency and reduce filing complexity, Derek Li advocated standardising articles of association under Cayman law as much as possible, reserving specific investor rights to a separate shareholders’ agreement.

Analysing the substantive impact of the hierarchy of rights on corporate governance, he said an investor could hardly steer the overall process merely through a board seat, as founders and their allies typically held a board majority.

The key was in veto rights over reserved matters embedded upfront in the articles or shareholders’ agreement, he said. Regarding actual enforceability, he said: “Reserved matters carry more weight than board seats, which carry more weight than observer seats, which in turn carry more weight than basic information rights.”

But he said that under the current regulatory environment, unpredictable listing timelines could trigger redemption pressures, alongside compliance risks from “equity-in-name, debt-in-substance” structures. How founders preserve flexibility during early-stage negotiations deserved careful consideration, he said.

On the method of taking a company private, Li added: “We primarily consider two aspects: one is tax, where the approach must be tailored to each company’s specific circumstances to minimise costs; the other is efficiency, meaning how to save the most time.”

As for the fair value in a take-private transaction, he said a financial adviser was typically involved in such projects and would issue a fairness opinion, which could serve as evidence if a dispute subsequently arose.

Discussing potential conflicts of interest arising from observer status, Leslie Zhang said that in highly competitive industries, many investors adopted a “cast-a-wide-net” strategy, investing in multiple competing companies within the same sector simultaneously.

If these investors, after acquiring a very small stake, requested an observer role to sit in on board meetings, they could easily gain access to sensitive information, creating a potential conflict of interest, Zhang said.

From the company’s perspective, he preferred to grant basic information rights in the agreement rather than directly assigning an observer role that was prone to such conflicts.

Photos

WHILE SECURITIES misrepresentation litigation is growing in both volume and sophistication, Zhang Baosheng said core disputes in bond-related cases remained to be clarified. He observed a marked rise in claims brought by institutional investors – and said they should bear a burden of proof commensurate with their professional expertise.

With the administrative-civil-criminal accountability triad now firmly established, he said companies should shift risk controls further upstream and guard against litigation costs arising from the excessive joinder of defendants.

“The best approach, of course, is to move the risk-prevention checkpoints forward, ensure robust compliance management, and have intermediaries diligently perform their duties, so that risks are nipped in the bud,” said Zhang.

Xu Wei said the resolution of securities misrepresentation disputes was trending towards greater plurality featuring “model litigation combined with batch mediation”, with the attribution of liability to intermediaries more finely calibrated.

He said companies should focus on source-level risk control and robust working-paper documentation, exercise caution in selecting dispute resolution mechanisms, and maintain open communication with regulators to tackle practical difficulties caused by blurred liability boundaries.

Engaging external specialist lawyers when needed can offset the internal constraints of limited case exposure and experience, enhancing both defence capabilities and risk control.

“Securities misrepresentation is extraordinarily complex and specialised, which naturally challenges in‑house legal teams,” he said. “Their own sample pools are simply too small; even leading securities firms cannot have experienced every type of misrepresentation dispute. This inevitably leaves legal teams at securities companies and listed firms with a naturally limited vantage point.”

Nina Yang offered insights from a corporate risk control standpoint. “Greater precision in assigning liability is both a shield and a loftier requirement,” she said. In her view, internal controls must be anchored in substance; backing directors, supervisors and officers (DSOs) in fulfilling their responsibilities.

On disclosure compliance for listed companies, she said they need to embed standardised workflows and reinforce end-to-end verification – challenging data provenance, justifications for discrepancies and the soundness of conclusions – to ensure the integrity of disclosures.

She also highlighted ongoing, routine co-ordination with intermediaries, suggesting that companies sustain engagement with them without compromising independence and incorporate them as part of the compliance defence. Effective risk control and compliance were the best tools for managing market capitalisation, she said.

Wang Chao spoke from an operational perspective. The central defence against misrepresentation was to relocate risk management to the front end of the disclosure process, confirming the reliability and completeness of information before announcement drafting, he said.

He called for heightened consistency in disclosures, ensuring internal alignment across different reporting periods and external alignment with upstream and downstream listed companies on key points such as contract terms, risk‑transfer triggers and revenue‑recognition approaches, thereby minimising gaps that invite comparative scrutiny.

“Listed companies must zero in on material information when making disclosures, particularly forward-looking information,” he said. For strategic and predictive statements, he said companies should rigorously unpack the predictive logic and supporting evidence, creating a complete and auditable chain that could be justified and retraced, mitigating the risk of a misrepresentation finding.

Zhou Wei said securities misrepresentation litigation had entered a new chapter of “targeted liability attribution”, which fundamentally challenged the response tempo of in‑house legal teams. The conventional approach of awaiting an administrative sanction before retaining external counsel had become obsolete. “Listed companies should identify risks far earlier … Once a civil litigation risk arises, they should activate a co-ordinated administrative‑and‑civil response as early as in routine regulatory inquiries, on‑site inspections or exchange queries,” she said.

In her view, the specialist sophistication of court proceedings now affords defendants wider latitude to argue their case. By forensically analysing transactional causation – for example, demonstrating that an investor’s decision was driven by a market event rather than the alleged misstatement – defendants may secure full exemption from liability.

Wayne Wang outlined the emerging role of arbitration in securities misrepresentation cases. He said revised rules now extended beyond conventional commercial arbitration to encompass disputes over securities, futures and derivatives. Where an arbitration clause is included in a prospectus, offering circular or articles of association, arbitration institutions may now accept civil securities disputes such as misrepresentation claims.

Procedurally, arbitration scores highly on speed and collective redress mechanisms. “Arbitration institutions have introduced a three-pillar mechanism of representative arbitration, joint proceedings and model cases, plugging a systemic gap in capital market redress,” he said.

The formalisation of advance compensation arrangements, partial settlement structures, and end-to-end online arbitration platforms further furnish smaller investors with lower-cost and more navigable paths to recourse.

Gao Wei, referencing numerous Hong Kong listing mandates for Chinese mainland issuers, analysed the new dynamics of misrepresentation disputes through Hong Kong’s regulatory and liability lens. Gao said Hong Kong combined oversight by both the Securities and Futures Commission and the exchange, under which disclosure liability arose either for loss caused by intentional misconduct, recklessness or negligence, or failure by DSOs to take reasonable measures to ensure effective internal controls. This meant DSOs would be held accountable both for specific disclosure acts and for control failures.

Bringing claims in Hong Kong carry cost risks, as the losing party was generally liable for the other side’s legal fees and, if financially vulnerable, might face an order for security for costs, he said. “The [Hong Kong] SFC has substantial powers and a broad toolkit, spanning share buybacks, compensation and even pre-action asset freezing,” added Gao.

Photos

RAYNOX LI said the mass production of marketing content in the artificial intelligence-generated content (AIGC) era was sharply compressing the time available for legal review, rendering the traditional model of “manual comparison + post-hoc checks” unsustainable.

His proposed solution was for companies to develop “smart legal enforcement tools”: first consolidating their own marketing content into a structured asset library, then tasking AI agents with 24/7 dynamic surveillance of rival channels and automated similarity screening.

This would release in-house teams away from mass mechanical screening and towards higher-value judgement calls and strategic decision making, he said,.

“In the AI era, legal functions should pre‑embed compliance rules into the AI production chain,” said Li. By codifying advertising clearance standards into an internal knowledge base and using AI agents to handle day-to-day, low‑risk queries, companies can both raise business efficiency and build a more proactive, granular compliance defence.

Kobe Liu said AI was unsettling the underlying logic of IP protection. The commercial lifespan of vertical applications was now far shorter than the duration of patent protection, making it difficult to justify high-cost IP strategies. By shortening R&D cycles in sectors like pharmaceuticals, AI enabled competitors to overcome patent blockades via multiple parallel approaches, while open-source innovation was inherently at odds with patent exclusivity, Liu said.

The cross-domain integration capabilities of large models were also devaluing the uniqueness of industry-specific data, prompting companies to reconsider their trade-secret strategies for the age of AI, Liu said.

“We may now see teams divided into two camps in the AI era: those who grasp AI and those who do not,” he said. In his view, IP heads need not only patent and technical know-how, but also AI literacy and a capacity for “strategic reduction” – discerning the critical few assets that drive long-term competitiveness amid an overwhelming flow of information.

Ma Yihan said deep integration of AI into content production had rendered the conventional IP model of managing separate “trademark, copyright, patent” workstreams no longer fit for purpose. The separation of IP from data strategy, platform policies and the creative workflow weakens both innovation profitability and legal resilience.

She said companies should embed IP‑rights strategy upfront across the production process, embracing an “evidence‑engineering” approach to methodically plan for documentation and compliance at every stage – from concept and data origin to human‑machine interaction.

“When AI is involved in content creation and innovation in this era, making early preparations will undoubtedly deliver greater strategic leverage for your business,” she said.

Lina Sun leverages AI for cross‑border trademark strategy. Sun said AI tools could conduct similarity searches across multiple countries and perform initial screenings of brand connotations, greatly cutting the time and resource burden on in‑house counsel. Further automation – using trademark AI agents for ongoing monitoring, evidence collection and automated drafting of opposition filings – was also feasible.

”The essence of modern trademark planning and brand protection in the AI age lies in data‑driven processes and automation,” she said.

She also reminded in-house counsel to retain a critical role in exercising professional judgement on infringement issues and enforcement tactics. “Avoid a ‘take‑it‑as‑is’ approach; what the AI produces must be assessed, fine‑tuned and modified… Stay curious, stay proactive, and join in embracing AI,” Sun said.
 

Shawn Xiao examined the tactics used by Chinese overseas companies in patent disputes in Europe and America, considering both offensive and defensive stances. He said hard‑tech businesses adopted a combined “patent + trade secret” approach, focusing resources on identifiable, enforceable core patents while protecting non‑tangible innovations as trade secrets.

Under the Unified Patent Court (UPC) framework, unitary patents and injunctions could enable rapid, multi‑country pressure across 18 EU jurisdictions. “In European patent contests, once patent quality is reinforced, the right court is chosen, and an integrated strategy is applied … the competitor’s ground turns into our own,” he said.

When responding to claims, Xiao recommended using protective letters to pre-empt ex parte injunctions and, in the US, filing timely design‑arounds to avoid punitive damages and maintain a commercial presence, with the aim of leveraging litigation to achieve settlement.

Wang Siyuan said: “The interplay between technological advancement and rights protection has always been a central theme.” He analysed the judicial reasoning in the Hangzhou Ultraman case, which distinguished between the “input” and “output” stages of AI generation. The ruling held that a claim of fair use was invalid if the defendant failed to prove that the generated content did not incorporate the original work’s distinctive expression.

He advised companies to prioritise using proprietary, public or synthetic datasets and to strictly confine the adjustment of generative models to internal environments. Before publicly releasing any generated content, a combined “human and machine” review should be conducted to avoid substantial similarity.

For cross-border operations, he said adopt compliance requirements nimbly to align with the regulatory expectations of different legal territories, maintaining an evolving equilibrium between AI innovation and rights protection.

Photos

CAO HAIYANG, drawing on data practices at Syngenta’s modern agricultural technology service platform, said that when companies sought to bring data assets onto the balance sheet, the first step was not valuation or deal structuring but establishing whether the data sources were compliant.

In agricultural settings, public information such as weather and soil data differ from data provided by growers and partners in how authorisation was obtained, their level of sensitivity and restrictions on use and “whether the data source is compliant is extremely important” Cao said.

Companies therefore needed to conduct risk analysis by source at the outset, then address the ownership boundaries of processed data, external disclosure obligation and downstream-use restrictions, using contractual arrangements to connect the chain of responsibility, Cao added.

Ge Mengying said a data compliance framework should not be treated as a one-off exercise but continuously recalibrated across the full data lifecycle. It could “never really be finished” and must be adjusted in real time, particularly as overseas expansion, AI applications and multi-jurisdictional regulation increasingly intersect, Ge said.

Companies should start by mapping data sources, access controls, data-sharing arrangements and cross-border transfers, then apply layered governance based on whether they operate on a B2B or B2C basis, the sector they were in and their business priorities, she added.

In practical terms, she said companies expanding overseas should first aim for a “60-point baseline”, meeting common requirements before addressing country-specific rules in key markets to lay the groundwork for subsequent data-resource management and compliant use.

Wang Siyuan said data-resource management neededs to start from concrete business scenarios. For consumer-facing products involving personal information and minors’ data in particular, companies should build the necessity of data collection and use, the adequacy of authorisation and functional boundaries of the product into the design stage.

On overseas expansion, she said: “When we talk about a product going overseas, it may not naturally mean your data is going overseas.” Companies should therefore not simply equate overseas product rollout with cross-border data transfers, Wang added. They should first assess whether the relevant data genuinely needed to move across borders, and then design segmentation solutions across architecture, storage and staffing to minimise the compliance pressure created by data flows, she said.

Sophia Xue said that against a backdrop of intense regulation, the key for financial information service providers seeking to bring data resources onto the balance sheet and pursue subsequent financing lay not in conceptual packaging, but in whether the underlying assets could withstand look-through scrutiny.

Referring to the recent tightening in reviews of data-asset Asset-Backed Securities (ABS), she said regulators “pressing pause only means a pause, not that issuance is no longer possible”. The core objective would be to distinguish genuine data assets from “pseudo assets”.

If companies wanted to turn data resources into financeable assets, they must not only strengthen data compliance and valuation foundations at source, but also show that the assets could generate independent, real and certain cash flows – and genuinely meet exchange requirements on asset quality and cash recovery capacity, Xue said.

Gou Bocheng said the prerequisites for balance-sheet recognition and data financing were that the data had value, could be measured and generate economic benefits for the company, and that data compliance remained the necessary path. The core of a data compliance framework centred on clear data sources, clear ownership and traceability, with continued improvement needed around data ownership, the full lifecycle of data processing and cross-border data transfers, Guo said.

Zhang Rui said that when building a compliance framework for a company, it was not enough to roll it out mechanically against a standard checklist; priority areas should be identified taking into account the core business. “It is possible to place data governance among the priority areas in compliance system-building,” she said.

Data-governance companies and data suppliers, in particular, should embed data-governance requirements in organisational structures, division of responsibilities, annual targets, internal-control audits and certification assessments. Only by bringing these elements into the same closed-loop compliance framework can data-resource management achieve clear accountability and documented processes – providing a stronger basis for subsequent balance-sheet preparation.

Photos