Timothy Bancroft Public Company Cross-Border Mergers Acquisitions Lawyer

Representative Matters

De-SPAC Merger Transaction

We represented the target company in a proposed de-SPAC business combination valued at $2 billion.  We drafted and negotiated the business combination agreement and the proxy statement.

Legal Counsel to the Special Committee of China Distance Educations Holdings Limited

We served as the U.S. legal counsel to the Special Committee of the Board of Directors of China Distance Education Holdings Limited. Through a going-private merger, a consortium consisting primarily of the Chairman and Deputy Chairman of the target company acquired all of the outstanding ordinary shares of the target, including ordinary shares represented by American depositary shares, that they did not already own.

Outside General Corporate and Securities Counsel in the U.S. for Sohu.com Limited

Outside U.S. general corporate, securities, M&A, and U.S. tax counsel to Sohu.com Limited, the Sohu Group’s Nasdaq-listed Delaware holding company. Sohu.com is a leading Chinese online media, communications, search, online games, and mobile value-added services company (Nasdaq SOHU); representation has included multiple acquisitions as well as international transaction, U.S. securities, and U.S. tax counsel in the complex reorganization of the publicly-traded top-tier holding company from a Delaware corporation to a Cayman Islands company.

Counsel to Issuer in Sogou IPO

Issuer's counsel in the IPO on the NYSE of Sogou Inc., an innovator in search and a leader in China’s Internet industry; continued to represent the company as U.S. general corporate and securities counsel. Most recently, represented Sogou in its going-private acquisition by Tencent Holdings Limited.

Counsel to Issuer in Changyou.com IPO

Issuer’s counsel in the IPO on Nasdaq of Changyou.com Limited, a leading online game developer and operator in China; continued to represent the company as U.S. general corporate and securities counsel.  Represented Sohu in its going-private acquisition of Changyou, with Changyou separately represented by special committee counsel.  Continue to represent Changyou as a wholly-owned subsidiary of Sohu.

eLong Go-Private Transaction

Representation of eLong, Inc., a leading mobile and online travel service provider in China, as U.S. securities, general corporate and M&A counsel, and in connection with its 2016 going-private transaction, where it was acquired by Trip.com and Tencent.

Investment in Sogou Inc. by Tencent Holdings Limited

Representation of Sogou Inc. in Tencent Holdings Limited’s investment in Sogou and a strategic cooperation agreement between Sogou and Tencent.

Web-Based English Language Instruction Company Targeting Chinese Market

Representation of an interactive, Web-based English language instruction company targeting the Chinese market.

Counsel to Single-Serve Cold Beverage System Developer

Representation of the developer and distributor of a single-serve cold beverage system in multiple venture financings.

Nanotechnology-Based QD Film Display Developer Counsel

Representation of the developer of advanced nanotechnology-based QD film for displays.

Executive Employment Arrangements and Equity Incentives

Representation of both companies and executives in connection with executive employment arrangements and equity incentives.

Special Committees

Representation of special board committees in M&A and other transactions requiring separate counsel for independent directors.