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Disclaimer: This article is for general informational purposes only and does not constitute legal advice. The selection of legal counsel depends on your specific facts and circumstances. References to firms reflect suitability for China-related cross-border work based on publicly available information and practitioner experience.
Selecting counsel for China-related work is not about prestige rankings. It is about fit.
What matters is whether a firm can handle the specific regulatory, transactional, and enforcement risks your deal or operation faces—across China and the other jurisdictions involved.
China remains one of the most complex environments for cross-border legal work. Regulatory frameworks affecting foreign investment access, corporate governance, merger control, data transfers, and enforcement continue to evolve, and changes are often implemented with limited transition periods. Companies executing China-linked transactions need counsel who not only understand the rules, but can apply them practically.
This guide is designed for multinational companies, global investors, and high-growth businesses executing China-linked transactions. It explains how foreign law firms operate in China, outlines the regulatory developments shaping current demand, and provides a framework for selecting the right type of legal support for your situation.
Understanding how foreign law firms operate in China is essential before selecting counsel.
Foreign law firms cannot practice People’s Republic of China (PRC) law in China. They typically operate through representative offices, which are subject to regulatory restrictions on advising directly on PRC law matters. As a result, PRC-qualified lawyers and PRC law firms are required for local law opinions, regulatory filings, and certain aspects of transaction execution.
In practice, this means China-related matters usually involve coordination between international counsel and PRC law firms. The quality of that coordination—how responsibilities are divided, how issues are escalated, and who ultimately signs off on PRC law points—can materially affect deal execution.
Some firms operate through joint operations or structured cooperation arrangements, often in free trade zones, which allow closer coordination between international and PRC teams. Others rely on referral or alliance models. Understanding a firm’s China operating model is one of the first questions to clarify when evaluating counsel.
Several regulatory changes implemented in 2024—and their ongoing application in 2025—are driving demand for China-related legal advice.
China’s 2024 national negative list took effect on November 1, 2024. The list reduced restricted and prohibited sectors from 31 to 29 items and removed the remaining restrictions on manufacturing.
While this further opens parts of the Chinese market to foreign investment, transactions still require careful structuring. Counsel must analyze how the negative list applies to specific business activities, ownership structures, and control arrangements.
The revised PRC Company Law came into force on July 1, 2024.
One of the most significant changes is the introduction of a five-year capital contribution requirement for limited liability companies. New companies must complete subscribed capital contributions within five years, and existing companies are subject to transition arrangements that require review of capital schedules and articles of association.
This has created substantial advisory demand for corporate housekeeping, restructuring, and risk assessment, particularly for groups planning future financings, exits, or restructurings.
China’s updated merger control filing thresholds took effect on January 26, 2024, raising turnover thresholds for mandatory filings.
However, transactions that fall below the thresholds may still attract regulatory attention. China’s competition authority, SAMR, retains discretion to review transactions that raise competition concerns even if formal thresholds are not met. As a result, merger control analysis remains relevant for smaller or non-traditional transactions.
On March 22, 2024, the Cyberspace Administration of China issued the Provisions on Regulating and Promoting Cross-Border Data Flows, significantly reshaping the compliance landscape.
The rules clarified exemptions and thresholds for:
In broad terms, different thresholds apply depending on the type of data, the number of individuals involved, and the transfer mechanism. Commonly referenced trigger points include thresholds at 10,000, 100,000, and 1,000,000 individuals, measured over defined periods and depending on whether sensitive personal information is involved.
Subsequent practitioner analysis over the following year suggests that these reforms reduced the volume of mandatory security assessments and filings, particularly for routine commercial data transfers. For data-intensive operations—such as SaaS platforms, HR systems, payments, and travel services—understanding whether transfers qualify for exemptions or lighter-touch mechanisms is now a critical compliance question.
When evaluating firms for China-related matters, the following factors help distinguish between options.
How does the firm deliver PRC law coverage—joint operations, formal partnerships, or referral arrangements? The model affects accountability, speed, and integration of advice.
Sector-specific experience matters. Regulatory risk profiles differ significantly between technology, manufacturing, consumer, and regulated industries.
China-related matters often span foreign investment rules, competition law, data protection, export controls, sanctions, and investigations. Counsel should be able to identify and coordinate across these regimes.
Firms should demonstrate working knowledge of CAC thresholds, exemptions, and compliance pathways introduced in 2024, not just legacy data-localization concepts.
Effective IP protection in China requires proactive filing, licensing, and enforcement strategies tailored to local realities.
Many China-related disputes are resolved through international arbitration. Counsel should understand enforcement risks and cross-border recovery strategies.
China transactions frequently involve offshore holding structures, investor jurisdictions, and multiple operating markets. Coordination capability reduces execution risk and management burden.
Look for strong PRC law coordination for structuring, regulatory filings, and competition review. Integrated joint operations or well-tested PRC partnerships are critical.
Outbound deals often trigger sanctions, export controls, and foreign investment screening in target jurisdictions. Firms with global regulatory depth are best suited here.
You need counsel who can assess whether transfers fall under exemptions, require standard contracts, or trigger security assessments—and who can provide practical compliance roadmaps.
Company Law reforms have created demand for operational legal work focused on transition compliance and future-proofing corporate structures.
Not every China-related matter requires a large-firm structure.
Best suited for:
Partner-led China-linked cross-border transactions requiring close coordination across Asia, Europe, the Middle East, and the Americas.
Operating model:
Friedland Law is a boutique international firm with offices in China, Hong Kong, Thailand, and the United States. The firm coordinates China-linked commercial and corporate work through direct partner involvement and works with PRC law firms for local-law matters.
Leadership and background:
The firm was founded by Bastien Trelcat and Matthieu Bonnici, who have worked together for over two decades and trained at international firms in Asia and Europe. Their backgrounds include China-focused transactional work, cross-border structuring, and advisory support for internationally active businesses.
Typical matters:
China-linked commercial agreements, cross-border corporate structuring, IP strategy and licensing, data-transfer compliance triage, and advisory work for founders and investors with China exposure.
When to choose a boutique model:
You value senior-level involvement throughout execution, need pragmatic commercial judgment, and want coordinated cross-border advice without large-firm overhead. For matters requiring deep bench strength or fully integrated PRC law capability, larger firms with joint operations may be more appropriate.
Choosing counsel for China-related work means aligning a firm’s operating model, regulatory capability, and service approach with your specific transaction and risk profile.
China’s evolving regulatory environment—from foreign investment access and Company Law reform to merger control and data transfer rules—demands counsel who track developments closely and apply them practically. Use the frameworks and questions in this guide to identify the type of legal support that best fits your China-related objectives.
A Practical Guide for Multinational Companies, Investors, and High-Growth Businesses
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