a href="http://www.chinalawblog.com/2008/03/managing_the_dragon_the_best_j.html"Jack Perkowski/a, who knows as much about China business as anyone, recently wrote a piece for the Far Eastern Economic Review, entitled, "a href="http://www.feer.com/essays/2008/december/the-return-of-china-heavy"The Return of China Heavy./a" By China Heavy, Perkowski is referring to what some call the "real China," the China beyond the Westernized portions of places like Shanghai and Beijing. The economic downturn is hastening this return:
blockquoteAfter experiencing ?China Light,? it?s difficult to imagine that ?China Heavy,? the darker, less economically and legally developed side of the country, still exists. However, a slowing economy and a dramatic decline in asset prices are demonstrating that China Heavy is alive and well, and investors should beware. Like rocks in a river that only become visible when the water-level drops, signs of China Heavy are now coming to the surface as the country?s economic waters recede. Recent articles on troubled investments in China, by foreign and domestic investors alike, are once again highlighting corporate governance and other legal issues that were the subjects of the China stories of the 1990s.
/blockquote
I completely agree as over the last three months or so, my law firm has been going crazy with what Perkowski would call "China Heavy" work. Six months ago, 99% of our work involved helping Western companies get into China and do deals in China; now, about half our work involves helping Western companies extricate themselves from joint ventures and other deals gone bad and to help them collect on unpaid debts. Since the inception of this blog, we have been warning of days like these and now that they are here, all we can do is reiterate the things Western companies must do (these things have become even more critical) to reduce their risk of problems.
Perkowski does a fine job setting out the basic things of which Western companies must be vigilant:
blockquoteWhat should investors pay particular attention to in today?s tougher economic environment? Following are a few due diligence items that warrant enhanced scrutiny:
emAccounts Receivable have always been problematic./em Despite the substantial progress made by Chinese banks, the country still does not have an efficient system for distributing capital. When times are good and property and stock prices are rising, bank loans secured by real estate or shares are plentiful. When the markets turn, the banks are quick to demand repayment. As a result, customers that looked financially secure a year ago may now be problem accounts.
emUnderstanding the true profitability of a company in China is often more art than science./em Rapid asset inflation has made it even more difficult. For example, historical profits of many Chinese companies have been bolstered by stock-market gains. Like individuals, companies in China flocked to a rising stock market and made money on the way up. Those profits cannot be counted on in the future, and there may even be hidden, unrecognized losses on the balance sheet.
emRecent sharp declines in raw material prices mean that inventories may well be vastly overstated. /emIn a post 2005 world when raw-material prices seemed to rise ever higher on a monthly basis, the temptation to overbuy at current prices has been strong. Also, some companies have sought to lock in prices of raw materials by entering into futures contracts with suppliers. Prior to the economic crisis, that seemed like a safe bet. Today, it can represent a large off-balance-sheet liability and an overhang on future earnings.
emOff-balance-sheet liabilities are especially difficult to find and quantify in China./em A recent example: the shareholders of a company made certain promises to its workers which they chose not to disclose to the new owner, a prominent Chinese businessman, when they sold him the company several years ago. As the factory?s fortunes turned down this year, the workers demanded payment and took the new owner hostage when he refused to pay.
emGetting proper title to land use rights is challenging in China./em Furthermore, in a fast growing market where getting into production as quickly as possible is the prime concern, it is often put off until later. Rapidly escalating property prices have presented an ideal opportunity to sell off or pledge real-estate assets as a way to get cash. In the current environment, investors would be wise to clarify title early in the process to determine both true ownership and the nature of any outstanding claims.
/blockquote
All true, and all this can be summed up with the old adage of due diligence, due diligence, due diligence.
div class="feedflare"
a href="http://feeds.feedburner.com/~f/ChinaLawBlog?a=PlVKO"img src="http://feeds.feedburner.com/~f/ChinaLawBlog?i=PlVKO" border="0"/img/a a href="http://feeds.feedburner.com/~f/ChinaLawBlog?a=uRYOO"img src="http://feeds.feedburner.com/~f/ChinaLawBlog?i=uRYOO" border="0"/img/a
/div
