September 22, 2020

Xiaomin Chen Selected as a 2020 Super Lawyer


Xiaomin Chen, Managing Partner of DeHeng Chen, LLC has been selected as a 2020 Super Lawyer in Business/Corporate Law in New York. The list, published by Thompson Reuters, highlights outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement.  Mr. Chen has been selected as a Super Lawyer for 9 consecutive years. He is an expert on both Chinese law and American law, and is highly regarded by clients for legal services he provides in the areas of international trade, corporate, M&A, finance, and real estate law.


June 18, 2020

Legal Appeal After Chinese Companies are Listed in the Entity List


On May 22, local time in the United States, the US Department of Commerce's Bureau of Industry and Security (BIS) announced that it would include a total of 33 Chinese companies and institutions on the "Entity List". These companies include Beijing Computational Science Research Center, Qihoo 360 Technology Co., Ltd., Harbin Institute of Technology, Harbin Engineering University, K Logistics (China) Limited and other technology companies and institutions. Being included in the "Entity List" by the United States means that the US government can restrict the export, import, or re-export to these companies in accordance with the Export Administration Regulations.

1. About the Export Administration Regulations (EAR).​

EAR is a set of regulations issued under the Export Administration Act to regulate the export of certain U.S.-origin commodities, including foreign-made products that incorporate certain U.S.-origin commodities, technology or software. Generally, companies seeking to export, re-export or transfer products covered by the EAR (the domestic company) must obtain a license or license waiver from BIS based on the purchasing entity and destination country or district.

As an important annex to the Export Administration Regulations, the Commerce Control List classifies all commodities under the jurisdiction of the EAR, and implements corresponding control measures according to technical characteristics of different products, destination countries, end-users, and end uses. Each controlled item has its own code, called "Export Control Classification Number". It categorizes export controls on exported goods to determine their export control classification codes and corresponding control measures.

2. About the Entity List.

The Entity List is the export control regulation formulated by the United States to safeguard its national security interests. In short, an "entity list" is a "blacklist." Once on this list, it actually deprives relevant companies of trade opportunities in the United States. According to relevant US export regulations, these enterprises and institutions will be restricted from exporting, importing, and re-exporting after being included in the Entity List. Any business transactions between these companies and the US must be approved by the US Department of Commerce.

Although a company is included in the entity list, it may still sell goods and services to buyers in the United States because the EAR only involves the export, re-export and transfer of certain goods to the listed entities. However, if the goods involved are regulated goods referred to by the EAR, these Chinese entities must still comply with the EAR or otherwise find themselves punished for violating the EAR.

3. Legal Remedies.

In general, companies listed on the entity list can appeal the decision by submitting a written request to the U.S. Department of Commerce’s Industry and Security Bureau End-User Review Committee (ERC) to modify or delete their entries.

Before making a request to ERC, the listed company should conduct internal or the third party assessment to evaluate whether to appeal the ERC decision, These assessments include whether reasonably believed to be involved, or to pose a significant risk of being or becoming involved, in activities contrary to the national security or foreign policy interests of the United States. Then collect all relevant information in preparation for submission and subsequent appeal with ERC.

To be more specific, according to the Code of Federal Regulations, the appeal procedure is as follows: (a) The request and its reasons must be submitted to the ERC in writing, and the ERC will review it in accordance with the prescribed procedures. (b) After review, the deputy assistant secretary of the committee will convey the decision on the request to the requester in writing.

It is undeniable that in the current situation, it is very difficult to remove from the entity list. The ERC makes all decisions to add an entry to the Entity List by majority vote and all decisions to remove or modify an entry by unanimous vote. For national security considerations and the confidential nature of commercial information reviewed by ERC, BIS is not at liberty to provide to the public detailed information on which the ERC relies to make the decisions to remove these entities. In addition, the information included in a removal request is exchanged between the applicant and the ERC, which by law, BIS is restricted from sharing with the public.

Although a tough job, it does not mean that there is no possibility to win the appeal and be removed from the entity list. Once an appeal is successful, it will bring positive guidance and set a good example for Chinese companies. So far, several companies have been removed from the entity list through various relief channels, including ZTE Kangxun Telecommunications Ltd., China National Commercial New Tone Trading, Yantai Jereh Oilfield Services Group Co., Ltd. and the well-known ZTE Corporation. These cases also remind Chinese companies that appealing in accordance with legal procedures is still an important way to claim legitimate economic rights and interests, and should not be ignored.

美国当地时间5月22日,美国商务部工业和安全局(BIS)宣布,将共计33家中国公司及机构列入“实体清单”,其中包括北京计算科学研究中心、奇虎360、 哈尔滨工业大学、哈尔滨工程大学、K急送等科技公司和机构。被美国列入“实体清单”,这意味着美国政府可根据《出口管理条例》限制对这些机构出口、进口或转口。

1. 关于《出口管理条例》(Export Administration Regulations 简称EAR)

EAR是根据《出口管理法》发布的一套法规,它负责管理某些美国原产商品的出口,也包括结合了某些美国原产商品,技术或软件的外国制造产品。 通常寻求出口,再出口或转让EAR所涵盖的产品(公司在国内)的公司必须根据购买实体和目的地国家/地区从BIS获得许可证或许可证豁免。

而作为《出口管理条例》的重要附件,《商业管制清单》(The Commerce Control List) 将EAR管辖范围内的所有商品进行分类,根据不同产品的技术特点、目的国、最终用户和最终用途等参数施行相应的管制措施。这其中每一个受管制的项目都有一个属于自己的代码,叫作“出口管制分类代码”(The Export Control Classification Number)。在分类代码框架下对出口商品进行归类以确定其相应的管制措施。

2. 关于“实体名单”(Entity List)



3. 法律救济途径

一般来说,被列入实体清单的公司可以通过向美国商务部工业与安全局最终用户审核委员会(End-User Review Committee,简称ERC)提交书面请求来修改或删除其条目来对决定提出申诉。


具体而言,依照联邦法规守则(Code of Federal Regulations)规定,申诉程序如下:(a)必须将请求及其理由以书面形式提交给ERC,ERC会将会按照规定的程序进行审核。(b)经过审核后委员会副助理秘书将传达对申诉请求的书面决定。


尽管去除标准高、难度大,但这不并不意味着主动申诉并被移出实体清单毫无可能性,而且一旦申诉成功后会给中国企业带来良好的正面指引和示范效应。迄今为止已有数家公司通过各类救济途径而被移出清单实体,这其中包括中兴康迅电信有限公司,China National Commercial New Tone Trading,烟台杰瑞石油服务集团股份有限公司以及众所周知的中兴公司。这些案例也提醒中国企业方依照法律程序去申诉依然是主张合法经济权益的重要途径,不应该被忽视。

March 06, 2020

Proposed Rules for CFIUS Filing Fee by the Department of the Treasury


Following two amendments to the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) published on January 17, 2020, the Department of the Treasury released a proposed rule that would establish a filing fee for parties engaged in covered transactions under the Committee on Foreign Investment in the United States (CFIUS or the Committee).


The Department of the Treasury makes it a direct and easy way to calculate the filing fees, which is determined by the transaction’s value. Worrying about discouraging filing and negative impacts on small businesses, the Treasury Department sets the filing fee no more than 0.15% of the overall transaction value.


For transactions with values less than $500,000, there are no filing fees. For transactions with values equal to or exceeding $500,000, the filing fee is based on a tiered approach:

  • Where the value of transaction is equal to or greater than $500,000 but less than $5,000,000: $750;

  •  Where the value of transaction is equal to or greater than $5,000,000 but less than $50,000,000: $7,500;

  • Where the value of transaction is equal to or greater than $50,000,000 but less than $250,000,000: $75,000;

  • Where the value of transaction is equal to or greater than $250,00,000 but less than $750,000,000: $150,000;

  • Where the value of the transaction is equal to or greater than $750,000,000: $300,000.


The proposed regulation released by the Department of the Treasury, authorized by FIRRMA, finally terminates the era of free view—CFIUS reviewed transactions without any fee for the last 30 years. Although the Department of the Treasury believes that the coming filing fee is too little (no more than 0.15% of values of transactions) to discourage filing and to affect small business, foreign persons engaged in “covered transaction” or “covered real estate transaction” must pay extra expenses to the U.S. federal government. Under the proposed rule, only submitting voluntary written notice to the Committee is subject to the filing fee, filing declarations and unilateral review of a transaction based on agency notices are still free of charge. Unfortunately, filing fees are inevitable if Committee requests parties who issued declarations to submit a written notice where the Committee is unable to have a conclusion.






  • 交易金额等于或大于50万美元但小于500万美元的交易:申报费用为750美元;

  • 交易金额等于或大于500万美元但小于5千万美元的交易:申报费用为7500美元;

  • 交易金额等于或大于5千万美元但小于2亿5千万美元的交易:申报费用为 75000美元;

  • 交易金额等于或大于2亿5千万美元但小于7亿5千万美元的交易:申报费用为15万美元;

  • 交易金额等于或大于7亿5千万美元的交易:申报费用为30万美元。



*The Department of the Treasury is going to collect comments on this proposed rule from March 9, 2020, for 30 days. This filing fee rule may be amended after the reconsideration of the Treasury Department.


January 09, 2020

China General Chamber of Commerce (CGCC) – USA 15th Anniversary & Lunar New Year Gala successfully held, DeHeng conferred the Outstanding Contribution Award






















New York, January 09, 2020 – Xiaomin Chen and DeHeng (New York) has been invited to the China General Chamber of Commerce USA (“CGCC”) 2020 Lunar New Year Gala & 15th Anniversary Celebration at the New York Hilton Midtown in Manhattan, on January 8th, 2020. As general counsel for CGCC, DeHeng (New York) was conferred the Outstanding Contribution Award. The event welcomed more than 600 distinguished guests from the US-China business community gathered together to honor the contributions of the awardees towards building trust and cooperation between China and the United States. DeHeng (New York) has been dedicated to providing high quality legal services to CGCC since 2005 and has been highly rated. In the future, DeHeng (New York) will continue to contribute to the economic and trade activities between China and the United States through the platform of the CGCC.


December 23, 2019

Department of Justice Revises and Re-Issues Export Control and Sanctions Enforcement Policy for Business Organizations


The Department of Justice released of a revised policy for business organizations regarding voluntary disclosures of export control and sanctions violations (Voluntary Self-Disclosure Policy or VSD Policy). VSD policy will be formally incorporated into the Justice Manual. This revised VSD Policy signals the Department’s continued emphasis on corporate voluntary self-disclosure, rewarding cooperating companies with a presumption in favor of a non-prosecution agreement and significant reductions in penalties. The VSD Policy is effective today, December 13, 2019. It applies only to export control and sanctions matters brought by the National Division’s Counterintelligence and Export Control Section. It does not apply to any other section in the National Security Division, any other part of the Department of Justice, or any other agency.

美国司法部公布了针对商业组织发布有关自愿披露出口管制和违反制裁规定的修订政策(“自愿自我披露政策”或“VSD政策”)。 该项VSD政策将正式纳入《司法手册》。 修订后的VSD政策表明,美国司法部将继续重视企业自愿披露,向愿意合作的企业提供假定支持不起诉协议和大幅减少罚款作为奖励。VSD政策于2019年12月13日生效。该政策仅适用于国家反情报和出口管制科提起的出口管制和制裁事项。该政策不适用于国家安全部的任何其他部分,司法部其他任何部门,或任何其他机构。

December 23, 2019

DeHeng NY Assists the US Subsidiary of the Largest Chinese Telecommunication Corporation to Develop a Compliance Program


After successfully establishing compliance programs for the largest investment construction company in the world, one of the largest Chinese commercial banks, a reputable Chinese education foundation and other Chinese institutions in the United States, DeHeng Chen, LLC (DeHeng NY) has entered into an agreement with the US subsidiary of the largest Chinese telecommunication corporation to develop a compliance program for the subsidiary. The compliance team of DeHeng Chen, LLC will conduct assessment of risks, design compliance plans, draft employment handbook, and establish a reporting procedure and mechanism for the subsidiary to comply with all the applicable state laws and federal laws.


October 21, 2019

DeHeng NY provided training on cross-border M&A company management to lawyers from Shenzhen Bar Association


On October 21, 2019, DeHeng Chen, LLC (DeHeng NY) hosted a training session on cross-border M&A company management to 23 lawyers from Shenzhen Bar Association. The training was delivered by Mr. Xiaomin Chen, the managing partner of DeHeng NY, who is an expert in both American law and Chinese law, and has extensive experience in cross-border transactions. By using cases as examples, Mr. Chen mainly talked about and made suggestions on issues including how to cope with cultural differences and employment placement to ensure good performance during such a transition. The training provided a great opportunity for Chinese lawyers to learn more about cross-border company management and share thoughts on related issues.

2019年10月21日, 德恒(纽约)律师事务所(简称“德恒(纽约)”)为23名来自深圳律协的涉外律师进行了关于跨境并购企业管理问题的培训。该培训由德恒(纽约)主任及合伙人陈小敏律师主讲, 他通晓中美两国法律,并在跨境交易领域有丰富经验。陈小敏律师通过案例主要分析探讨了在并购后这一特殊时期如何妥善处理企业文化管理和人员安置问题,以确保企业持续发展。此次培训为中国律师提供了珍贵的学习经验和交流机会。

May 20, 2019

Xiaomin Chen Selected as a 2019 Super Lawyer


Xiaomin Chen, Managing Partner of DeHeng Chen, LLC has been selected as a 2019 Super Lawyer in Business/Corporate Law in New York. The list, published by Thompson Reuters, highlights outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement.  Mr. Chen has been selected as a Super Lawyer for 8 consecutive years. He is an expert on both Chinese law and American law, and is highly regarded by clients for legal services he provides in the areas of international trade, corporate, M&A, finance, and real estate law.


January 29, 2019

Managing Partner Xiaomin Chen attended DeHeng’s "Cross-Border Investment Key Issues Seminar" and "Cross-Border Investment Annual Reception"


On January 16, 2019, DeHeng’s "Cross-Border Investment Key Issues Seminar" and "Cross-Border Investment Annual Reception" were successfully held in Beijing Head Office. The Seminar focused on key legal practice issues relating to investment in the U.S., Europe and some other countries in Asia and Africa. Experienced lawyers at home and abroad shared high-profile cases and practical experiences in different jurisdictions with respect to key issues in compliance and cross-border investment such as export controls and sanctions, anti-bribery, financial and asset management, and investment in sensitive industries. The Reception provided an opportunity for relaxing and enjoyable dialogues between DeHeng lawyers and invited guests and clients.

DeHeng New York’s Managing Partner Xiaomin Chen, jointly with Mr. Michael A. Curto from Squire Patton Boggs LLP, delivered a speech on US economic sanctions and export controls, which covered OFAC, countrywide embargoes, regulated targets, and secondary sanctions. They also highlighted some cases involving targeted companies in China, Iran, and North Korea and offered deep insights into the practical and political considerations behind the US sanctions.

More than 170 invitees attended the event. This event is well-organized and warmly received by guests, including Professor Yuejiao Zhang (former member of the WTO Appellate Body), Jianxin Chi (Secretary General of the National Federation of Industry and Commerce International Cooperation Committee), Counsellor of the French Embassy in China, Counsellor of the Kazakhstan Embassy in China, legal counsels from dozens of foreign-related Chinese companies, foreign-invested enterprises and foreign institutions, partners of international law firms, Chambers of Commerce representatives, and lawyers from DeHeng offices around the world.


德恒(纽约)律师事务所主任陈小敏律师与来自美国Squire Patton Boggs LLP律所的Michael A. Curto律师,结合中国、伊朗、朝鲜等国企业受到美国经济制裁和出口管制的具体案例,围绕美国的监管机构——海外资产控制办公室(OFAC)、禁运地区、受管制对象、二级制裁等话题及其背后的现实与政治考量展开了分析与交流。


June 01, 2018

CGCC, DeHeng and SPB hosted Seminar on the Threat of the US Sanctions Regime for Chinese Companies


On May 30, 2018, the China General Chamber of Commerce (“CGCC”), DeHeng Chen, LLC (“DeHeng NY”) and Squire Patton Boggs (“SPB”) co-hosted a seminar on the Threat of the US Sanctions Regime for Chinese Companies. Attorneys from SPB and directors from Navigant discussed U.S. Congressional and administration sanctions priorities and risks, sanctions risks and strategies for Chinese financial institutions, emerging enforcement issues and sanctions-related civil litigation risks. Using the sanctions against North Korea and Iran as examples, the panel discussed the sanctions risks including sanction designations and enforcement actions, explained the expansion of sanctioning powers, and made detailed suggestions for Chinese financial institutions on risk management.  Participants from law firms and financial institutions joined the post-panel discussion and shared thoughts on potential future risks and relevant measures.

2018年5月30日,由美国中国总商会、德恒(纽约)律师事务所(简称“德恒纽约”)及Squire Patton Boggs律师事务所(简称“SPB”)联合主办的讲座在中国银行大楼举行。SPB的律师们分享了美国国会及行政制裁的侧重点和政策风险、中国金融机构的制裁模式和制裁风险、新出现的执行问题以及与制裁相关的民事诉讼风险。 讲座以美国对朝鲜及伊朗曾采取的制裁措施为例,阐述了中国公司可能面临的多种制裁风险,详细探讨了金融制裁适用范围逐渐扩大至第三方交易公司的现状,并为中国金融机构的风险管理提出具体建议。来自各律所及金融机构的近五十名观众热烈参与了讨论。

May 18, 2018

DeHeng NY Assists a Chinese Bank NY Branch on Signing of $75 Million Loan Project


DeHeng Chen, LLC ("DeHeng NY") acted as legal counsel on behalf of a Chinese bank New York branch in the refinancing of a $75 million loan for hotel development that closed in May 2018.DeHeng Chen, LLC provided legal assistance on the successful signing of the Transaction documents.


Xiaomin Chen, Managing Partner of DeHeng NY, assisted by Attorney Deborah Yang, led a team of DeHeng NY lawyers in advising CITIC on this transaction.

本项目由德恒(纽约)陈小敏主任负责,经办人员Deborah Yang律师及德恒(纽约)律师团队。

May 15, 2018

Xiaomin Chen Selected as a 2018 Super Lawyer


Xiaomin Chen, Managing Partner of DeHeng Chen, LLC has been selected as a 2018 Super Lawyer in Business/Corporate Law in New York. The list, published by Thompson Reuters, highlights outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement.  Mr. Chen has been selected as a Super Lawyer for 7 consecutive years. He is an expert on both Chinese law and American law, and is highly regarded by clients for legal services he provides in the areas of international trade, corporate, M&A, finance, and real estate law.


January 02, 2018

DeHeng NY Advises on Shanghai Hongxiao’s Acquisition of miVIP


DeHeng Chen, LLC (“DeHeng NY”) has advised Shanghai Hongxiao Science and Technology Co., Ltd (“Shanghai Hongxiao”), a shareholding company of listed company Shanghai Hongda Mining Co., Ltd. (“Shanghai Hongda”) on its $300 million acquisition of an 80% equity interest in miVIP Healthcare Holdings, LLC (“miVIP”), a healthcare management company.  The deal closed on January 1, 2018.

2018年1月1日,在德恒(纽约)律师事务所(“德恒纽约”)协助下,上海宏达矿业股份有限公告(“上海宏达”,600532.SH)的参股公司——上海宏啸科技有限公司(“宏啸科技”)完成了对美国医疗管理企业miVIP Healthcare Holdings, LLC(“miVIP”)80%股权的收购交割工作。交易对价约为3亿美元。


As the U.S. counsel to Shanghai Hongda and Shanghai Hongxiao for this acquisition, DeHeng NY advised on pre-closing legal due diligence, healthcare regulatory compliance, negotiation and drafting of transactional documents, CFIUS review and HSR filings, and deal closing.



Xiaomin Chen, Managing Partner of DeHeng NY, led a team of lawyers comprising Shang Jiang, Deborah Yang, Adam Eilenberg, Ted Chastain, James Shorter and other counsel.

本项目由德恒纽约陈小敏主任律师负责,经办律师为姜尚律师、Deborah Yang律师,团队成员还包括Adam Eilenberg律师、Ted Chastain律师、James Shorter律师等。

September 18, 2017

DeHeng Hosts Seminar on U.S. Investment and Tobacco Compliance


On September 18, 2017, Chinese Tobacco Delegation, which was made of employees in Chinese State Tobacco Monopoly Administration and Tobacco Monopoly Administrations (Corporations) of 18 provinces, arrived Chinese General Chamber of Commerce (CGCC) which located in New York to attend learning and communication activities regarding overseas investment. In the morning, Attorney Xiaomin Chen, who is also the Managing Partner of DeHeng Chen, LLC in New York City and global partner of DeHeng Law Offices, one of the largest law firms in China, Attorney Shang Jiang, and Attorney Deborah Yang discussed laws, regulations and legal practices relating to tobacco industry’s investment in U.S.


2017年9月18日,由中国国家烟草专卖局及18个省及直辖市的烟草专卖局(公司)人员组成的中国烟草代表团一行抵达纽约,与德恒(纽约)律师事务所(简称“德恒纽约”)的律师们举行座谈,探讨了在美投资的法律法规以及烟草行业的法律风险防控。座谈会由德恒纽约的陈小敏主任主持,姜尚律师和Deborah Yang律师进行了主题发言。

June 13, 2017

DeHeng Assisted with Technology Cooperation between Yangquan Coal and GTI


DeHeng Chen, LLC, acting as legal counsel, assisted Yangquan Coal Industry (Group) Co., Ltd with signing of a Technical Development Cooperation Agreement with the Gas Technology Institute in Taiyuan, China.


2017年6月13日,德恒(纽约)律师事务所作为阳泉煤业(集团)有限责任公司集团法律顾问,协助其与Gas Technology Institute在太原签署了技术开发合作协议,希望借此实现煤气化技术的升级和改造。

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