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With offices in California, New York and Singapore, MagStone Law, LLP is a modern law firm dedicated to providing solution-focused, cost-effective, and high quality legal services to our clients. We are all experienced lawyers with backgrounds from the most prominent international law firms.  Our practice covers all aspects of corporate transactional law, including business formation, financing, licensing, corporate governance, mergers & acquisitions and SEC compliance.  We also provide legal services in intellectual property, real estate transactions, tax controversy, litigation and dispute resolution services.  Known for our expertise on U.S.-China cross-border transactions, we have become the go-to law firm for many Chinese companies exploring the U.S. market and U.S. companies entering into the Chinese market.​
News
April 16, 2021 SEC Staff Issued Statement on SPAC 
​As special purpose acquisition companies (“SPAC”) continue to grow in popularity, recently the Division of Corporation Finance of the Securities and Exchange Commission issued a staff statement which focused on various issues that private companies should carefully consider in connection with engaging a business combination with a SPAC.
The statement highlighted certain restrictions to which SPACs are subject, including ......

March 24, 2021: Delaware Court Holds Choice of Law Clause Not Precluding Claim Under California Securities Act
On January 28, 2021, the Delaware Court of Chancery (“Court”) decided in Swipe Acquisition Corp. v. Peter M. Krauss et al. Civil Action No. 2019-0509-PAF (Del. Ch. Jan. 28, 2021) that a Delaware choice of law provision did not preclude a party from asserting a claim under the California Securities Act as otherwise would be contrary to California public policy. The basic fact is as follows ......


March 18, 2021: New York Imposed New Registration and Examination Requirements on Certain Investment Advisor Related Persons and Solicitors
Effective February 1, 2021, amendments to the New York Investment Advisory Act (the “Amendment”) require certain people associated with investment advisers to meet the new registration and examination requirements. The Amendment mostly affects the below three categories of people.
With respect to NY registered investment advisers (a “NY Registered Adviser”), the Amendment imposes the requirements on their representatives .......


March 8, 2021: 2021 Major Employment Laws and Compliance in California
California enacted a number of employment-related laws in late 2020.  This newsletter provides a brief summary of a few major new laws and their amendments, including (1) California Family Rights Act, (2) Paid Family Leave, (3) Diversity on Corporate Boards, and (4) COVID-19-Related Laws. Click here for details

February 26, 2021: Federal Acquisition Regulation Council Issued Final Rule to Implement Executive Order Regarding Domestic Preferences in Government Procurement
Buy American Act requires the U.S. federal government to procure manufactured articles, materials, and supplies that have been manufactured in the U.S. substantially all from domestic components, subject to certain exceptions. On January 19, 2021, the Federal Acquisition Regulation Council issued a final rule to implement Executive Order 13881 issued by former President Trump, which called for expansion of the preference for domestic goods, products, and materials in government procurement. The final rule implements .......

February 17, 2021: SEC Adopts Amendments to Permit Electronic Signatures 
The Securities and Exchange Commission (“SEC”) has recently adopted amendments to Rule 302(b) of Regulation S-T that permit a signatory to an electronic filing using an electronic signature to sign a signature page or other document (“authentication document”) provided certain procedures are followed. Prior to these amendments, each signatory to an electronic filing is required to .......


February 4, 2021: SEC Published Proposed Amendments to Rule 144 
The Securities and Exchange Commission has recently proposed certain amendments to Rule 144 under the Securities Act of 1933 (the “Securities Act”) (the “Proposed Amendments”). Among other things, the Proposed Amendments will eliminate the “tacking” of holding period for “marketable-adjustable securities.” Rule 144 under the Securities Act sets forth a safe harbor allowing for public resales of securities without registration under the Securities Act if certain objective criteria are met.  One of those criteria is a ....... 


February 1, 2021: Corporate Transparency Act Imposes New Beneficial Ownership Reporting Requirements 
Congress passed and enacted into law the Corporate Transparency Act (the “Act”) on January 1, 2021, imposing new beneficial ownership reporting requirements on many companies. Unless otherwise exempted, the reporting requirements of the Act apply to all “reporting companies,” which is defined as “any corporation, limited liability company or similar entity that is (i) created by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe; or (ii) ......


January 22, 2021: DOL Issued Final Rule on Independent Contractor Standard
On January 6, 2021, the Department of Labor (the “DOL”) issued a final rule to clarify the classification of workers as employees versus independent contractors under the Fair Labor Standards Act ("FLSA"). The DOL's final rule reaffirms the economic reality test in the determination of whether an individual is in business for himself/herself or economically dependent on a potential employer for work, and specifically identifies two core factors .......



   MagStone Recent Deals

  • ​Representing the special committee of the board of the directors of Newater Technology, Inc. in its going-private transaction and Nasdaq delisting (Schedule 13E-3 filed with the SEC on January 12, 2020)
  • Represented Estun Automation, a PRC public company, in its $9 million investment in a Boston-based robotics company.
  • ​Represented Hong Kong Dewei Advanced Materials International Trading Co., Limited on its $20 million acquisition of the majority equity interest in US FuelCell Corporation and its investment in US Hybrid Corporation
  • Represent 70 Chinese investors in an ongoing civil lawsuit filed in the Southern District of New York against Bar Works entities and individuals involving an investment fraud to recoup $7.5 million investment loss.
  • Represented Beijing-based Spearhead Integrated Marketing Communication Group (SZSE: 300071) on its acquisition of San Francisco-based Smaato Inc. and Smaato Holding AG, the leading independent global real-time advertising platform for mobile publishers and app developers, for $148 million
  • Represented a government backed venture capital fund on its early and late stage investments in more than 20 U.S. startups 
  • Represented Genimous on its $252 million acquisition of Spigot, a U.S. company headquartered in San Francisco
  • Represented ZQ Capital, a co-lead consortium member, in connection with its $210 million convertible bond investment in Nu Skin Enterprise Inc., a U.S. corporation listed on NYSE
  • Represented Xinguodu, a Chinese POS terminal and E-payment technology solution provider, on its acquisition of 100% interest in ExaDigm, a U.S. corporation
  • Represented Haiyin Capital on its $50 million investments in various startups in the United States
  • Represented a prestigious Chinese venture capital fund on its acquisition of equity interest in a Hong Kong company
  • Represented a multi-billion dollar financial institution on its Series E investment in three Silicon Valley companies
  • Represented a Shanghai limited liability company on its proposed acquisition of a Nasdaq listed company
  • Represented a Chinese public company, a subsidiary of a major Chinese state-owned company on its acquisition of a U.S. flight school
  • Represented an entertainment company on its investment in an independent film
  • Represented a Nasdaq-listed online game company on its proposed sale of a subsidiary in the United States
  • Represented an pre-IPO company on its company restructuring matter
  • Represented SV Tech Ventures on its fund formation matter
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