2019年1月14日下午，“中国企业赴英投资并购风险防范与纠纷解决”分享会在浙江金道律师事务所举行，英国百年律所Clarke Willmott LLP的三位合伙人应邀就中国企业赴英投资并购中的风险防范与纠纷解决进行了分享。本次分享会由金道所管理合伙人兼跨境投资贸易与合规团队负责人崔海燕律师主持。

On the afternoon of January 14, 2019, a seminar on risk prevention and dispute resolution in Chinese investment in theUKwas held at Zhejiang Brighteous Law Firm. Three partners of Clarke Willmott LLP, a British law firm with a history of over 100 years, were invited to share their perspectives on risk prevention and dispute resolution with respect to Chinese investment in theUK. The seminar was hosted by Lawyer Haiyan Cui, managing partner and head of the Cross-border Transaction and Compliance Team of Zhejiang Brighteous Law Firm.

Clarke Willmott 律所管理合伙人、中国业务部负责人 Simon Thomas先生首先分享了中国企业赴英投资并购的合同要点，具体包括法律尽调、收购协议中的陈述保证和赔偿条款、价格/监管账户、责任限制、承诺条款等实务性问题。

Mr. Simon Thomas, managing partner of Clarke Willmott LLP and head of the China Desk, lectured on the key points in the transaction documents for Chinese investment in the UK, including due diligence, the warranties and indemnities clauses in the Sales and Purchase Agreement, pricing and escrow, seller’s limitations, restrictive covenants and other practical issues.

接下来，Clarke Willmott律所合伙人 Alex Jakubowski先生就中国企业赴英投资并购争议解决进行分享，内容涉及到违反保证的诉讼、损失量化、追偿诉讼、英国诉讼成本、违反承诺的诉讼、禁令等。

Mr. Alex Jakubowski, partner of Clarke Willmott LLP, shared his knowledge on dispute resolution in Chinese investment in the UK, covering claim for breach of warranty, quantification of losses, claim for indemnification, litigation costs in the UK, claim for breach of covenant, injunctions and etc.

最后，Clarke Willmott 律所管理合伙人兼商业地产部负责人Graham McIntyre先生简要介绍了英国不动产市场以及在英国购置不动产的流程、影响不动产价值的因素、所需的专业团队以及并购中的不动产考量问题。

Mr. Graham McIntyre, managing partner Clarke Willmott LLP and head of the Commercial Real Estate Division, gave a brief introduction to theUKreal estate market, process of acquiring real estate in theUK, factors affecting real estate value, professional teams required for a purchase, and M&A property considerations.

分享会过程中，崔海燕律师对英国律所三位演讲律师的有关内容进行了提问和交流，会后对分享会内容进行了精要的总结，举例强调了境外投资中尽职调查和按流程开展尽职调查的重要性，并提出中国涉外律师应充分关注股权收购合同中保护中国投资人权益的条款。参会者也纷纷就其关心的具体问题进行了积极的提问，几位演讲嘉宾一一作了详细解答。参会人员都表示，本次讲座对中国企业赴英投资并购起到了很好的指引作用，获益匪浅。

During the seminar, Lawyer Haiyan Cui raised some questions and exchanged views with the speakers. After the sharing, Ms. Cui briefly summarized the main points of the speeches and emphasized the importance of conducting proper due diligence in cross-border transactions by providing an example of a case that she dealt with. She also suggested that, Chinese lawyers on foreign related affairs should attach great importance to the clauses in the Sales and Purchase Agreement that protect the interests of Chinese investors. The attendees also raised questions on some specific issues of their concern, which were all answered by the speakers in detail. This seminar was acclaimed as a practical guidance for Chinese enterprises expecting to make investments in theUK.