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Gang(Hilton)Yin

Yin Gang Partner

Working language:Chinese, English
Professional field :

Corporate and M&A

Bankruptcy, Restructuring and Insolvency

Compliance and Risk Management

IP and Technology Innovation

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Detailed introduction

Hilton Yin is a Partner in Dentons’ Shanghai office with more than 20 years of legal experience. His practice focuses on cross-border investment, mergers and acquisitions, corporate restructuring, labor and employment, and compliance investigations. He regularly advises clients in the pharmaceutical and life sciences, automotive, and manufacturing sectors.


Hilton has advised Fortune Global 500 companies, multinational corporations, listed companies, and major state-owned enterprises on domestic and cross-border equity acquisitions, asset acquisitions, joint ventures, corporate restructurings, and exits. His work covers transaction structuring, legal and employment due diligence, drafting and negotiation of transaction documents, merger control filings, closing, and post-merger integration. He has also advised Chinese companies on outbound acquisitions, joint ventures, engineering projects, and franchising arrangements in the United States, Europe, and Asia, and has extensive experience coordinating counsel and professional advisers across multiple jurisdictions.


In the pharmaceutical and life sciences sector, Hilton has advised multinational pharmaceutical companies, innovative drug companies, biotechnology companies, medical device companies, and healthcare investment funds on M&A transactions, license-in and license-out transactions, cross-border R&D collaborations, contract research and manufacturing, intellectual property and freedom-to-operate analyses, product registration, manufacturing, and import and export compliance. He is experienced in identifying and addressing legal risks relating to R&D, intellectual property, regulatory approvals, commercialization, and supply chains.


Hilton also advises companies on corporate restructurings, relocations, liquidations, bankruptcies, large-scale workforce reductions, senior executive employment matters, equity incentive plans, and employment disputes. He has substantial experience in anti-bribery, anti-corruption, and internal investigations.


Hilton holds an LL.B. and an LL.M. from East China University of Political Science and Law and an LL.M. from Columbia Law School. He is admitted to practice in both the People’s Republic of China and the State of California. With experience across Chinese and international legal and transactional frameworks, he is well positioned to advise clients on complex cross-border matters. Hilton was recognized by IFLR1000 as a Notable Practitioner in M&A in the Asia-Pacific region from 2022 to 2025.

Experience

Cross-Border Investment and Mergers & Acquisitions
Inbound Investment Projects
•    Advised a Fortune Global 500 pharmaceutical wholesaler on its equity acquisitions of several pharmaceutical distribution companies in China, providing comprehensive legal services covering legal and employment due diligence, drafting and negotiation of transaction documents, closing, and post-closing integration.
•    Advised a Fortune Global 500 pharmaceutical company on its acquisition of a Chinese online pharmaceutical retail chain, including due diligence, drafting and negotiation of transaction documents, and advice on the target company’s operational compliance.
•    Assisted a Fortune Global 500 U.S. pharmaceutical company with the preparation and submission of a merger control filing for an acquisition in China, including collecting relevant information, preparing filing documents, and communicating with the competent regulatory authorities.
•    Completed a three-month legal secondment with a Fortune Global 500 pharmaceutical company, assisting with the closing of an M&A transaction, reviewing contracts with suppliers and customers, and advising the operational teams on day-to-day legal matters.
•    Advised a novel drug development company on a license-in transaction and cross-border R&D collaboration, which ranked among the ten largest individual license-in transactions in China by deal value in 2020. The work included drafting, reviewing, and negotiating R&D agreements with domestic and overseas contract research organizations (CROs), as well as pharmaceutical contract manufacturing agreements.
•    Advised a healthcare investment fund on its equity investment in an innovative drug company and provided legal advice in relation to the target company’s license-in project.
•    Advised an innovative drug company on a license-out transaction, including the structuring of the licensing arrangement and the identification and management of related legal risks.
•    Advised a multinational pharmaceutical company on a license-in transaction, including transaction structuring and preparation of the license agreement.
•    Advised a Hong Kong-listed innovative drug company on a license-out transaction with a major Chinese pharmaceutical company.
•    Advised a medical device company on its license-out transaction, including drafting transaction documents, supporting negotiations, and providing general legal advice.
•    Advised an Australian pharmaceutical company on a license-in transaction with a Chinese innovative drug company, including due diligence, drafting transaction documents, and general legal advice.
•    Advised a pharmaceutical R&D company on legal risk assessments relating to intellectual property infringement and freedom to operate (FTO), and provided recommendations for mitigating the identified risks.
•    Advised a biotechnology company on a global equity restructuring, including transaction structuring, drafting transaction documents, closing, and regulatory registrations.
•    Provided ongoing legal and compliance advice to a Chinese listed biotechnology company on product manufacturing, registration, and import and export transactions.
•    Conducted legal and employment due diligence for a Fortune Global 500 pharmaceutical company in connection with its equity acquisition of a Chinese medical device company.
•    Advised a Hong Kong-listed innovative pharmaceutical company on its pre-IPO financing, including due diligence and the drafting and negotiation of transaction documents.
•    Advised a German company on its acquisition of a Chinese pharmaceutical packaging company, including drafting and negotiating transaction documents and assisting with closing.
•    Advised on the sale of a medical device company to a major global healthcare company for consideration of up to USD400 million, including transaction structuring, preparation and negotiation of transaction documents, and closing support.
•    Advised a Japanese automotive components company on its equity acquisition of a Chinese company, including legal and employment due diligence, drafting and negotiation of transaction documents, and closing support.
•    Advised a major French listed automotive components manufacturer on its acquisition of a Chinese company engaged in the manufacture and sale of new-energy vehicle components, including hydrogen storage cylinders.
•    Advised a Swiss listed company on its equity acquisition of a Chinese furniture manufacturer, including legal and employment due diligence, drafting and negotiation of transaction documents, closing, and the design and implementation of call and put option provisions and the related exercise price mechanism.
•    Advised a Brazilian company on the restructuring of several subsidiaries in China, including transaction structuring, feasibility studies regarding mergers, relocations and liquidations, preparation of restructuring documents, and advice on workforce integration arising from the restructuring.
•    Advised a German company on the cross-border relocation of the factory and business lines of its Chinese subsidiary, including a large-scale workforce restructuring and redundancy program associated with the relocation.
•    Advised a Taiwan automotive components manufacturer on a land resumption and factory relocation project, represented the company in negotiations with the relevant local government authorities, and prepared the related legal documents.
•    Advised a major U.S. equipment manufacturer on the restructuring of five subsidiaries in China, including preparing a restructuring roadmap and legal documents and assisting with the relevant approvals, filings, and registrations.
•    Advised a Finnish consumer products company on its acquisition of several subsidiaries in Hong Kong and Mainland China from a Fortune Global 500 group, including legal and employment due diligence, transaction structuring, closing support, and post-closing integration.
•    Advised a major consulting services company on the acquisition of the commercial contracts, intellectual property, and employees of a Chinese company through an asset acquisition, including due diligence, transaction structuring, drafting and negotiation of transaction documents, and closing support.
•    Advised a Taiwan-listed chemicals company on the equity and asset restructuring of its Chinese subsidiary, including transaction structuring and related legal advice.
•    Advised a U.S. industrial equipment company on the equity restructuring of its Chinese subsidiary, including drafting transaction documents and assisting with the relevant registration changes.
•    Conducted legal and employment due diligence and advised on transaction structuring in connection with the acquisition by a Japanese listed chemicals company of the Chinese subsidiary of a Taiwan-listed company.
•    Advised a German listed manufacturing company on acquisitions in Mainland China, Hong Kong, and Vietnam, including legal and employment due diligence and transaction structuring.
•    Advised a Swiss listed medical device manufacturer on the design and implementation of an equity incentive plan for its Chinese subsidiary, including preparation of the relevant plan documents.
•    Advised a global top-five exhibition company on multiple acquisitions and joint venture projects in China, including transaction structuring, preparation of transaction documents, and negotiation support.
•    Advised a premium cleaning and environmental services company on its acquisitions of several cleaning services companies in China, including due diligence, drafting and negotiation of transaction documents, and closing.
•    Advised a Russian company on its acquisition of a Chinese petroleum storage and sales company, including legal feasibility analysis and the drafting and negotiation of transaction documents.
•    Advised a U.S.-listed company on the sale of its Chinese subsidiary, including due diligence, drafting and negotiation of transaction documents, and closing support.
•    Advised on the establishment of a pharmaceutical industrial park, including due diligence, drafting and review of the joint venture agreement, and preparation of investment promotion and operational documents.
•    Advised a German high-end machinery manufacturer on the acquisition of the Chinese shareholder’s equity interest in its joint venture and provided transaction structuring and legal advice in relation to an equity incentive project.


Outbound Investment Projects
•    Advised a Chinese company on its acquisition of a Spanish high-technology environmental company, including legal and employment due diligence, transaction structuring, drafting and negotiation of transaction documents, and the establishment of a joint venture in Hong Kong by the parties.
•    Advised a Chinese listed automotive components manufacturer on its acquisitions of automotive components companies in Spain, Romania, and Türkiye.
•    Advised a Chinese listed company on its acquisition of a Korean lighting equipment company, including legal and employment due diligence, drafting and negotiation of transaction documents, and closing.
•    Advised a major Chinese listed shipping company on an investment project in Germany, including transaction structuring, drafting and negotiation of transaction documents, and closing support.
•    Advised a Chinese listed furniture manufacturer on its acquisition of an Australian furniture manufacturing and design company, including legal due diligence, drafting and negotiation of transaction documents, and on-site closing support.
•    Advised a major Chinese state-owned real estate enterprise on its acquisition of a landmark commercial property in France, including legal and employment due diligence and the drafting and negotiation of transaction documents.
•    Advised a major Chinese infrastructure company on an engineering contracting project in Indonesia, including legal due diligence and the drafting and negotiation of a joint bidding agreement.
•    Advised a Chinese listed manufacturing company on the structuring of its global franchise arrangements and assisted with the preparation of related transaction documents.
•    Advised a major Chinese furniture manufacturing and retail company on the establishment of a joint venture in the United States, including transaction structuring and the drafting and negotiation of transaction documents.
•    Advised a global top-five exhibition consulting and management company on its acquisition of a Vietnamese exhibition company, including drafting transaction documents and supporting negotiations.
•    Advised an automotive components manufacturer on the establishment of a joint venture in Russia, including drafting transaction documents and supporting negotiations.
•    Advised a major Chinese state-owned consumer products manufacturer on its joint venture project in Spain.


Labor, Employment and Compliance Investigations
•    Reviewed the operational and employment compliance of the Chinese subsidiary of a Fortune Global 500 pharmaceutical company and advised on an optimized equity restructuring plan.
•    Conducted an anti-corruption and anti-bribery compliance investigation into the management of the Chinese subsidiary of a UK-listed chemicals manufacturer, prepared a legal risk assessment report, and advised on the resulting employment matters.
•    Conducted a compliance investigation into the Chinese subsidiary of a German medical device company, advised on the compliance issues identified, and assisted the client in bringing legal proceedings in relation to those issues.
•    Advised a Japanese manufacturing company on an investigation involving potential violations of anti-unfair competition laws and represented the client in responding to an investigation by the relevant Chinese regulatory authorities.
•    Conducted a compliance investigation into the Chinese subsidiary of a German electrical switch manufacturer and assisted in addressing misconduct by senior management identified during the investigation.
•    Conducted a compliance review in connection with the liquidation of the Chinese subsidiary of a Japanese listed manufacturing company and advised on a large-scale employee termination program, including preparation of the redundancy plan and legal documents and on-site implementation support.
•    Advised the Chinese subsidiary of a Japanese listed manufacturing company on a large-scale workforce reduction, including employment due diligence, preparation of a redundancy roadmap and legal documents, and on-site implementation support.
•    Conducted an employment compliance health check for a Chinese garment manufacturer and advised on early termination of employment contracts, social insurance contributions, and calculation of severance payments in connection with a large-scale workforce reduction.
•    Advised the Chinese subsidiary of a U.S. precision machinery manufacturer on a large-scale redundancy project, including preparation of the redundancy plan and legal documents and on-site implementation support.
•    Conducted a compliance investigation into the Chinese subsidiary of a German glass manufacturer and assisted in preparing litigation materials relating to trade secret infringement.
•    Conducted a compliance investigation into the Chinese subsidiary of a German listed automotive components company and advised on the resolution of a construction-related dispute with a supplier.
•    Investigated management compliance issues at the Chinese subsidiary of a Fortune Global 500 German company and represented the client in employment arbitration and litigation against the relevant senior executives.
•    Conducted a compliance investigation into a senior executive of the Chinese subsidiary of a German medical device manufacturer and represented the client in the related employment arbitration and litigation.
•    Conducted employment compliance health checks for several subsidiaries of a listed financial group, carried out a legal feasibility study regarding its remote working arrangements, and prepared the related legal documents.

Education

LLM,     Columbia Law School
LLM,     East China University of Political Science and Law
LLB,     East China University of Political Science and Law

Employment

March, 2021 – present                      Dacheng Shanghai office       Partner
February 2014 – February 2021        Deloitte Legal China           Senior Associate
December 2011–February 2014       Clyde & Co Shanghai office         Associate
March 2010 – December 2011          Shanghai Young-ben Law Firm       Associate
June 2008 – March 2010               Shanghai Wsheng Investment Co. Ltd.    Project Manager

Other professional qualifications

PRC Bar
US. California Bar

 

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