Legal risks of the VIE Structure
The Variable Equity Interest Structure has become a popular option for domestic companies wishing to list on overseas foreign exchanges. However, the structure is quite risky legally
Issue: June 2011
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DeHeng
VIE structure
listing overseas
variable equity interest
Statistics from the US Securities and Exchange Commission (SEC) and the Hong Kong Exchange (HKEx) show that in between 1999 and 2010, more than 91 Chinese domestic entities listed on American stock exchanges, including Nasdaq, the New York Stock Exchange and the American Stock Exchange, and eight on the HKEx using the Variable Interest Equity (VIE) Structure. In 2010, there were 38 domestic entities listed by VIE Structure on foreign stock exchanges, including 34 on US Stock Exchanges and four in Hong Kong. The VIE Structure has become a trendy method for Chinese entities to list abroad. However, this structure brings about more legal risks compared to other forms, such as an equity merger.
The VIE Structure is a legal business structure that has been adopted by Chinese domestic entities to realise an overseas listing. It allows an investor to hold a controlling interest in the entity without that...
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