|
1. Introduction介绍
过去几年，中国与拉美之间的商业和政治关系得到了显着加强。贸易是两个地区之间不断增长的经济关系的核心组成部分。随着贸易量的迅速增加，中国对拉美的外国直接投资也出现了急剧增长。一个代表性案例是联想进军拉美市场。
The commercial and political ties between China and Latin American have strengthened significantly in the past years. Trade is a central component of the growing economic relationship between the two regions. Along with the rapid increase in trade volumes, Chines foreign direct investment in Latin American has also undergone a dramatic increase. A representative case is Lenovo’s expansion into the Latin American market.
联想集团有限公司是一家中国跨国科技公司，总部位于中国北京和北卡罗来纳州莫里斯维尔。它现在是世界上最大的个人电脑制造商和第三大智能手机制造商。这家跨国巨头目睹了国际市场的强劲增长，拉丁美洲的增长是一个重要的推动力。具体而言，在2017年第一财季，该公司的移动业务集团在该地区实现了56％的增长率。Lenovo Group Ltd. is a Chinese multinational technology company with headquarters in Beijing, China and Morrisville, North Carolina. It is now the world’s largest manufacturer of personal computers and the third largest manufacturer of smart phones. The multinational giant has been witnessing robust growth in international markets, with gains derived from Latin America a significant driving force. Specifically, in the first financial quarter of 2017, the company’s Mobile Business Group achieved a growth rate of 56 percent in the region.
本文旨在以联想在拉丁美洲的商业活动为例，说明中国在该地区的投资和贸易活动是如何受到监管的。它将首先讨论联合国这个跨国实体的国籍是如何根据国际法确定的。随后，它将审查适用于联想在拉丁美洲的商业存在的多边，区域和双边协议。第三，本文将讨论商业应用法律，特别关注合同的国际销售。此外，它还将利用该地区最大的经济和消费市场巴西作为例子，说明巴西国内法如何规范外国投资者的活动。最后，本文将考虑中国如何规范其境外投资。This article aims to use the commercial activities of Lenovo in Latin America as an example to illustrate how Chinese investment and trade activities are regulated in the region. It will first discuss how the nationality of Lenovo, a multinational entity, is determined under international law. Subsequently, it will examine the multilateral, regional and bilateral agreements applicable to Lenovo’s commercial presence in Latin America. Third, the article will discuss laws of commercial application, with a particular focus on international sales of contracts. Further, it will use Brazil, the largest economy and consumer market in the area, as an example to illustrate how Brazilian’s domestic law regulates the activities of foreign investors. Lastly, the essay will consider how China regulates its outbound investment.
2. The Nationality of Lenovo
An international treaty, no matter whether it is of a multilateral, regional or bilateral nature, generally only binds the nation states that are a party to the agreement. Therefore, before we begin our analysis of the laws and regulations governing Lenovo’s business activities in Latin America, it is necessary to determine the nationality of this giant group.
The origin of Lenovo traced back to a small venture established in 1984 in Beijing, China. Lenovo Group Ltd. was incorporated in Hong Kong and has been listed on the Hong Kong Stock Exchange since 1996. In 2004, Lenovo acquired the Personal Computing Division of the International Business Machines Corporation, or IBM, which brought the first personal computer in the world. At present, Lenovo Group has headquarters in both China and the United States. In light of its massive international expansion in the recent years, it would be inaccurate to describe Lenovo as a Chinese company or a company with a single nationality.
While we typically refer to a multinational company such as Lenovo as one entity, under international law, these companies are not considered one legal entity with multiple nationalities. Instead,they are in fact multiple entities among which each has their own nationality. Under this theory, multinational companies are comprised of multiple business entities established under different municipal laws under the control of a single decision-making center. Numerous tests have been developed in international legal regime as to how to determine the nationality of a corporation for the purpose of applying an international treaty, including the test of control, the test of incorporation, and the test of economic interest. Generally, the company must have a “close and permanent” connection with the state of which it is a national.
Lenovo was incorporated in Hong Kong. One of its two headquarters is in China. Half of its management team is located in China. The facts show that the Group has a close and permanent connection with China and should be recognized as a Chinese company under international law. Nevertheless, if the international treaty in question specifically provides how a business entity’s nationality should be determined, the rule must be observed.
Regardless what the conclusion would be, this article is solely confined to discussions in respect with regulation of Lenovo’s business activities in Latin America as a company based in China.
It is also to be noted that, while Lenovo was incorporated in Hong Kong rather than the Mainland China, international treaties and agreements entered into by the People’s Republic of China generally applies to Hong Kong, a Special Administrative Region(hereinafter referred to as the “SAR”) of the PRC.
Article 13of the Basic Law of the Hong Kong SAR provides that the Central People’s Government shall be responsible for the foreign affairs relating to autonomous region. In light of the “One Country, Two Systems” principle, if a treaty by virtue of its nature should apply to the entire territory of a signatory state, it must be applied to the Hong Kong SAR. Specifically, foreign affairs are a key aspect signifying national sovereignty and unity. Therefore, as a general rule, all treaties, which are within the scope of foreign affairs and are signed and ratified by China, are applicable to the Hong Kong SAR.
3. International Agreements Applicable to Lenovo’s Presence of Latin America
a. WTO
The World Trade Organizations (hereinafter referred to as the “WTO”) is the primary international mechanism regulating trade on goods and services. The majority of Latin American countries are member states of the WTO. The WTO Agreements are aimed to lower protectionist barriers in trade and investment, which to some extent safeguards Lenovo’s access to the Latin American market.
The General Agreement on Tariffs and Trade (hereinafter referred to as the “GATT”) governs issues include tariffs, quotas and subsidies. Treatment on foreign direct investment is largely uncovered by the GATT. Instead, the General Agreement on Tariffs and Trade (hereinafter referred to as the “GATS”) likely governs Lenovo’s direct investment in Latin America. Under Article I of the GATS, trade of services is divided into four modes: cross-border services, consumption abroad, movement of natural persons and commercial presence. The mode of commercial presence bears the most relevance to Lenovo’s business activities in Latin America since the Group has established permanent establishment in multiple countries, which include two manufacture centres set up in Brazil and Mexico.
b. ICSID
The Convention on the Settlement of Investment Disputes between States and Nationals of other States (hereinafter referred to as the “ICSID Convention”) serves as an international protocol in resolving disputes arising from foreign direct investment. Under the Convention, the International Centre for Settlement of Investment Disputes (hereinafter referred to as the “ICSID”) was established as an independent forum to deal with international investment arbitration. Article 25(1) of the ICSID Convention states that ICSID has the jurisdiction to hear a dispute that arises out of an investment of the dispute is between a contracting state and a national of another contracting state and the parties have consented in writing to submit the dispute to ICSID.
Over half of Latin American countries are contracting states of the ICSID Convention. A Chinese investor may rely on a Bilateral Investment Treaty (hereinafter referred to as the “BIT”) between China and a Latin America country to bring an ICSID claim, if the relevant BIT offers foreign investors access to the ICSID mechanism.
The majority of Latin American countries have consistently resisted the ICSID Convention on the ground that the mechanism favors investors. So far, Bolivia, Ecuador and Venezuela have denounced the ICSID Convention, being the only three counties that have done so. Nevertheless, the ICSID mechanism remains to be the primary forum for a foreign investor in Latin America to protect their investment interests.#p#分页标题#e#
c. BITs and FTAs
As its direct investment in Latin America undergoes a dramatic increase, China has been actively pursuing Free Trade Agreements (hereinafter referred to as the “FTAs”) and BITs with Latin American countries.
China concluded a BIT with Chile in 1994 (hereinafter referred to as the “Chile-China BIT”), which went into effect in 1995.Article 3(1) of the Chile-China BIT states that Chinese investments “shall be accorded fair and equitable treatment” in Chile. Article 3(2) provides that Chinese investments should be afforded the most favored nation treatment, meaning that Chinese investments shall receive protection no less favorable than that accorded to investments and investors of another country. The Chile-China BIT does not provide investments with a national treatment standard. Similar to other Chinese BITs concluded in the earlier years, the Chile-China BIT sets out a very limited investor-state dispute mechanism. Article 9 of the BIT states that the parties in dispute are required to settle the dispute through negations first; if the parties do not settle the dispute within six months, they are allowed to submit the dispute to the court of the host state. China also concluded a BIT with Peru in 1994 (hereinafter referred to as the “Peru-China BIT”), which became effective in 1995. The contents of the Peru-China BIT are nearly identical to those of the Chile-China BIT.
Subsequently, China signed a BIT with Mexico in 2008 (hereinafter referred to as the “Mexico-China BIT”), which went into effect in 2009. The Mexico-China BIT is considered to have adopted investment provisions that bear significant resemblance to those in the North American Free Trade Agreement (hereinafter referred to as the “NAFTA”). Article 13 of the Mexico-China BIT allows a foreign investor to submit an investment claim to the ICSID.
China and Peru signed a FTA in 2010. China and Costa Rica signed an FTA 2011. These two FTAs provide a similar dispute resolution mechanism, which resembles the dispute resolution system provided under the WTO system.
At present, Chinahas not entered into any BITs or FTAs with Brazil or Argentina, two larger industrial economics in Latin America.
4. Laws of Commercial Application
a. CISG
At present, Lenovo has established 13 locations across Latin America and a major manfacturing center in Monterrey, Mexico. As a multinational business, Lenovo would not be able to operate without entering into commercial contracts with different entities from different areas of the world.
The United Nations Convention on Contracts for the International Sale of Goods (hereinafter referred to as the “CISG”) is the principal international convenant governing cross-border sales of goods between private parties.China as well as a majority of Latin American countries is signatory states of the Convention. The CISG covers a limited range of issues in relation to contracts for the international sale of goods, including the formation and interpretation of international sales contract. The CISG will automatically govern an international sales contract between a Chinese party and an entity from another contracting state in lieu of the domestic laws of either party.However, the principle of freedom of contract allows the contractual parties to opt out the CISG and adopt any legal system as the applicable law of the contract.
b. MERCOSUR
The Common Market of the South, also known as the Mercosur, is a regional bloc within Latin American. It currently consists of four full member countries: Argentina, Brazil, Paraguay and Uruguay. As of now, the Mercosur has become a full customs union and a trading bloc. Under its auspices, the Inter-American Convention on the Law Applicable to International Contracts (hereinafter referred to as the “ICLAIC”) is another puzzle added to rules governing cross-border contracts. Its primarily objective is to introduce uniform choice-of-law rules in the Latin American religion. It also attempts to codify the principles of private international law.
c. Enforcement of Foreign Arbitral Awards
Arbitration is frequently used has a dispute resolution mechanism in international commercial context because the mechanism is cost effective and expedient in comparison to domestic judicial proceedings. More importantly, commercial parties prefer to arbitrate in an international institution, which is generally perceived to be more impartial than a domestic forum. If Lenovo resorts to arbitration as a dispute resolution mechanism, often times the Group needs to enforce a favorable arbitral award in a domestic court in Latin America. By virtue of theConvention on the Recognition and Enforcement of Foreign Arbitral Awards (hereinafter referred to as the “New York Convention”), foreign judgments are readily enforceable in many Latin America countries, at least in theory. Under the New York Convention, signatory states are requiredto give effect to private arbitration agreements and to recognize and enforce arbitration awards made in other signatory states. For an arbitration agreement to be valid under the New York Convention, it must be in writingand concern “a subject matter capable of settlement by arbitration”.
d. Enforcement of Judicial Decisions by Chinese Courts
Imagine a case in which Lenovo sells its personal computers to a distributor in Honduras. Given Lenovo’s relative greater bargaining power in the transaction, the parties agree to resolve any dispute arising from the sales contract in a Chinese court. Having obtained a favorablejudgment in China, Lenovo would need to enforce the judgment in a Latin American country.
China and Brazil entered into a Treaty on Judicial Assistance in Civil and Commercial Matters between the People’s Republic of China and the Federative Republic of Brazilin 2009.Article 20 of the Treaty provides that either country should recognize and enforce judicial decisions in civil and commercial matters made by the courts of the other, including mediation agreements approved by the courts. Article 23 provides that Brazil can refuse to recognize or enforce a judicial decision made by a Chinese court on various grounds, including situations in which the decision is not final or lacks of enforceability in accordance with Brazilian laws; the Chinese lacks of jurisdiction over the matter according to Brazilian laws;or there is a competing proceeding ongoing in a Brazilian court in respect with the same subject matter and the proceeding in Brazil was initiated in the first place. Article 26 of the Treaty affirms that arbitral awards made in China can be enforced in Brazil through the New York Convention and vice versa.
Similar rules are set out in the Treaty between China and Argentina on Mutual Judicial Assistance in Civil and Commercial Matters as well as theTreaty between China and Peru on Mutual Judicial Assistance in Civil and Commercial Matters .
5. Laws of Public Policy Application
a. Intellectual Property Rights
As a technology company, intellectual property rights are the key assets of Lenovo and represent the Group’s competitive strengths in the Latin American market. The intellectual property policy in Latin America differs significantly from that in Asia, the United States and Europe. Give the nature of its businesses, central to Lenovo’s protection mechanism are patents, trademarks and trade secrets.
The principal multilateral trade agreement in the IP field is the WTO Agreement on Trade-Related Aspects of Intellectual Property Rights (hereinafter referred to as the “TRIPS Agreement”). As of now, TRIPS Agreement obligations are generally applicable to developing countries, while separate transition rules apply to “least developed countries”. In Latin America, Haiti is currently the only least developed country.
In the field of patent protection, the TRIPS Agreement introduced a broad extension of the scope of patent subject matter coverage and established a 20-year term of protection. Further, the TRIPS Agreement set minimum standards in relation to geographical indications, industrial designs,protection of integrated circuits and trade secrets. In addition, the Agreement imposed enforcement obligations in relation to both procedural and substantive enforcement matters on WTO member states.
b. Financial Regulation
States in general have the powers to restrict currency exchange. As a multinational company, the shareholders of Lenovo may not be able to realize their gains from the business activities in Latin America unless they can transfer the money out of the region. In Brazil, the issue is not of much concern. The country used to control foreign transactions through its Central Bank. However, in 2015, considerable flexibilities were introduced into the currency exchange mechanism.
Further, businesses can counter such risks by obtaining insurance. Political risks are defined as risks that are related to government conducts that deny or restrict the right of an investor or owner to use or benefit from his or her assets, or related to government conducts which reduce the value of their business. Under this definition, political risks include, among others, actions that restrict the movement of profits or other revenues from within a country. A primary measure for investors like Lenovo to handle political risks is to pass the risks on to public and private insurers. On the international level, the main policy risks insurer is the Multilateral Investment Guarantee Agency (hereinafter referred to as the “MIGA”) under the auspices of the World Bank Group. By availing of the MIGA, Lenovo may also insure itself from political risks in addition to exchange controls, especially considering that some regions in Latin America are characterized as politically instable areas.#p#分页标题#e#
c. Tax
International double taxation refers to a situation in which more than one country imposes comparable taxes on the same taxpayer in relation to the same item of income for an identical period. Double taxation has the effects of discouraging exchange of goods and services and movement of capital and persons across border. Double taxation treaties are viewed by host countries as an important tool to attract foreign direct investment by restricting the state’s ability to tax corporate income from foreign investors. The Agreement Between Brazil and China for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income is a double taxation treaty betweem China and Brazil concluded in 1991.
The Agreement is applicable to federal income tax in Brazil with a few exceptions. In particular,Article 23(1)(a) provides that, if a tax resident of China earns income derived in Brazil, the amount of tax on that income payable in Brazil can be used to credit against the amount of tax the taxpayer is obligated to pay on that income in China. Article 23(1)(b) states a special rule for dividend derived from Brazil. If a company resident in China receives a divided paid by a company resident in Brazil and the Chinese company owns no less than 10 percent of the shares of the Brazilian company, the credit will include the corporate tax paid by the Brazilian company in relation to its income in Brazil.
Under Article 23, if Lenovo has paid tax for its income that derives from Brazil in accordance with Brazilian laws, the amount paid can be used to credit against its tax payable in China. In addition, Lenovo operates through the two wholly owned subsidiariesin Brazil, Lenovo Tecnologia (Brasil) Ltda and Motorola Mobility Comércio de ProdutosEletronicosLtda in Brazil . The Group and the two subsidiaries are three separate legal entities the assets of which are independent from each other. The Group’s income derived from these two subsidiaries will be received in the form of dividends distributed to the parent company. Therefore, since Lenovo holds no less than 10 percent of the shares of the two subsidiaries, the tax the two subsidiaries pay on their income can be used to credit against Lenovo’s payable tax in China as well.
China has concluded a double tax treaty with Mexico which contains a similar term to Article 23 contaiend in the Brazil-China Double Taxation Agreement.Lenovo has a wholly-owned subsidiary in Mexico, Lenovo Mexico, S. de R.L. de C.V. Therefore, both the dividend Lenovo received from its Mexican subsidairy and the tax the Mexican subsidiary paid on its income in Mexico can be used to credit against Lenovo’s payable tax in China.
Article 24 of the China-Venezuela Double Taxation Agreement provides methods to eliminate double taxation between the two countries. In comparison to the afore-mentioned agreements, the China-Venezuela Double Taxation Agreement is silent on the special rule in respect with income in the form of dividends. Therefore, even if the Lenovo Group has set up a wholly owned subsidiary in Venezuela, called Lenovo (Venezuela), SA, it cannot claim the same tax credit applicable in Brazil and Mexico.
Article 22 contaiend in the China-Ecuador Double Taxation Agreementis similar to the term contained in the Brazil-China and China-Mexico agrrements, execept that it requries the company resident in China to own on less than 20 percent of the shares of the company resident in Ecuador. However, no publicly available information indicates that Lenovo has establshed a company in the country.
6. Brazilian Law on Foreign Direct Investment
International instruments are generally oriented toward the protection of investor rights. In contrast, individual state’s domestic foreign investment laws might afford additional protection to investors and impose further restrictions on a foreign investor’s activities.
In general, Brazil creates a favorable legal and political environment for foreign investors. Primarily, a guarantee for property rights is enshrined in the country’s Constitution. It is widely recognized in Brazil that expropriation of property rights cannot take place without due compensation.
In Brazil, foreign direct investment is governed by the Foreign Capital Law. At present, all foreign direct investments in Brazil must be registered with the country’s Central Bank. Brazil’s market entry rules are not strict. Foreign investors are only categorically prohibited from conducting business activities in a few sectors, including health services, communications services, nuclear energy, domestic flight routes and the aerospace industry. In addition, foreign investors are only allowed to possess a minority shareholding in a media company, a financial institution or an insurance company. None of these sectors is Lenovo involved in at present or likely to enter in the future.
The Brazilian Civil Code provides several forms of business entities if foreign direct investment is made through establishing a legal person. The most commonly seen legal entities include Limited Liability Partnership, Joint Stock Company and Joint Venture.
Other countries have their domestic laws in place to regulate foreign direct investment as well. For instance, Mexico has a series of domestic laws in place to govern foreign investment, which include the Foreign Investment Law and its Reforms, the Regulations to the FIL and to the National Registry of Foreign Investments and the Federal Expropriation Law.
7. Chinese Government’s Regulations on its Outbound Investment
a. Approval Procedures on Outbound Investments
As Chinese shifted from a capital-importing country to a capital-exporting country in the past decades, the Chinese government has made ongoing efforts to regulate the overseas investments made by Chinese enterprises. Before 2014, the government undertook an approval procedure for nearly all outbound investments made by Chinese enterprises. The regulatory regime significantly loosened after the introduction of the Administrative Measures for the Verification and Approval and Record-Filing of Outbound Investment Projects by the National Development and Reform Commission in April 2014. The Administrative Measures removed the approval procedures for almost all outbound investments in the amount of less than $1 billion. The approval procedure further relaxed through the Administrative Measures for Outbound Investment released by Ministry of Commerce in September 2014, which essentially established a record-filing mechanism for all outbound investments regardless of their sizes.
In August 2017, the State Council promulgated the Guiding Opinions on Further Guiding and Regulating the Directions of Outbound Investment, which establishes abrand new regime in regulating outbound investments. The Guidelines classified outbound investments into three main categories: encouraged investments, restricted investments and prohibited investments.
Under Article 3 of the Guidelines, Chinese enterprises are encouraged to invest in infrastructure that contributes to China’s “One Belt, One Road” initiative; to facilitate the export of high quality products, equipment and technology; to participate in the exploration and production of energy resources; to enhance cooperation with overseas enterprises with advanced technologies, etc. First, this Article is in line with the nation’s grand strategy to enhance economic, cultural and political connections with the Eurasian countries. Second, the Article intends to address the problem of energy shortage in China. Third, it indicates the country’s determination to climb up the global value chain by encouraging the development of technology intensive industries.
Under Article 4 of the Guidelines, three types of outbound investments are subject to the approval of relevant administrative authorities: investments in countries and regions that have no existing diplomatic relationship with China, war-torn countries and regions, or countries and regions in which investments are restricted under China’s international treaties; outbound investments in real estate, hotel industry, entertainment industry, sports clubs, etc.; and outbound investments that establish equity investment funds or platforms without developing particular industrial projects aboard. This Article might disproportionately affect Chinese outbound investments in Central America because nearly half of the countries that still maintain diplomatic relations with Taiwan are located in this area, including Paraguay, Belize, Dominican Republic, El Salvador, Guatemala, Haiti, Honduras, Nicaragua. The practical impacts of this Article, however, are less severe than it appears to be. It is within China’s political interests to strengthen its economic connections with these countries to lure them away from Taiwan. For instance, in June 2017, Panama, which used to recognize Taiwan as a state, cut its ties with the region in light of China’s increasing influence in the region. Therefore, even if investments in these areas are subject to approval, it does not necessary lead to the conclusion that investment opportunities by Chinese enterprise in these regions are substantially diminished.
Under Article 5 of the Guidelines, Chinese enterprises are prohibited from engaging in outbound investments that undermine or have the possibility of undermining national interests and national security, including investments with the purpose of exporting core technologies and products of the military industry without approval of the government; investments that utilize technologies or products which the government has prohibited from being exported; investments in gambling and pornography industries, etc. #p#分页标题#e#
b. Environmental Guidelines on Outbound Investments
China, as it became the second-largest economy and the largest greenhouse gas emmitor in the world, has received constant criticisms on its environmental protection regulations and enforcement. As its outbound investment undergoes a significant increase in the recent years, China is pressued on take moreresponsibilities on environmental protection.
As part of the effort, in 2013, China’s Ministry of Commerce and Ministry of Environmental Protection collectively promulgated the Environmental Protection Guidelines for Outbound Investment Cooperation. The Guideline “encourages” Chinese enterprises to fulfill their environmental protectionresponsibilities in a variety of aspects, including respecting the host countries’ religious beliefs, cultural traditions and national customs; developing environmental-friendly and resource-saving strategies; minimizing the impact of its business activities on local environment; providing safe working conditions for their employees; and observing the rights and interests of workers. While the goals stated in the Guidelines are progressive, the Guidelinesare of a non-binding nature. Therefore, the enforcement of the rules relies on Chinese enterprises’voluntarycompliance. That being said, even developed countries who have gone far ahead in environmental protection regulations have been unsuccessful in promulgating laws to impose enforceable obligations on domestic enterprises operating overseas. Therefore, according to the current state practices, the international community cannot rely on the home states of foreign investors in this aspect.
8. Conclusion
Lenovo is a multinational corporation that has separate legal entities established in various jurisdictions. However, China is where the parent company was incorporated. It is where the center of control and economic interest lies. Therefore, Lenovo should be considered a Chinese company in the application of international treaties, unless the relevant treaties provide otherwise.
In respect of international agreements, the WTO Agreements regulate international trade in goods and services and require its member states to put in place complying trade policies. In cases in which a breach of WTO obligations arises, Lenovo would have to rely on China to bring a complaint through the WTO dispute resolution mechanism. The ICSID Convention provides a more direct remedy for Lenovo when the host country infringes the company’s investment interests. Under the ICSID Convention, Lenovo can rely on a BIT signed between China and the host country to bring a ICSID claim, if the relevant BIT allows access to the ICSID mechanism.
With respect to laws of commercial application, the CISG is the default rule governing international sales contract of goods between Lenovo and many Latin American countries. In the alternative, the ICLAIC may provide guidance as to which domestic law applies to the sales contract in question. By virtue of the New York Convention, a commercial arbitral award is in theory readily enforceable in many Latin American countries. In addition, Lenovo can enforce a valid and final judicial decision made by a Chinese court in some Latin American countries as well.
As to laws of public policy application, there are many regulations that Lenovo must pay attention to, which this article is unable to discuss in detail. Relevant issues includeprotection of intellectual property rights, environmental regulations, labor standards, competition law considerations, exchange controls, tax, etc.
Lastly, each country has their domestic laws governing the activities of foreign investors, which may impose market entry restrictions or foreign ownership caps. China has also been regulating its outbound investment through a record-filing system.
9. Bibliography
Administrative Measures for the Verification and Approval and Record-Filing of Outbound Investment Projects, National Development and Reform Commission of the People’s Republic of China (2014).
Agreement Between the Government of the Federative Republic of Brazil and the Government of People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, Aug. 5, 1991.
Agreement Between the Government of People’s Republic of China and the Government of the Bolivarian Republic of Venezuela for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, Apr. 17, 2001.
Agreement Between the Government of People’s Republic of China and the Government of the Republic of Ecuadorfor the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, Jan. 21, 2013.
Agreement Between the Government of People’s Republic of China and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, Sep. 12, 2005.
Agreement between the Government of the Republic of Chile and the Government of the People’s Republic of China Concerning the Encouragement and the Reciprocal Protection of Investment, Chile-China, Mar. 23, 1994.
Agreement between the Government of the Republic of Peru and the Government of the People’s Republic of China Concerning the Encouragement andReciprocal Protection of Investments, Peru-China, Sept. 6, 1994.
Agreement Betweenthe Government of the United Mexican States and the Government of the People’s Republic of China in thePromotion and Reciprocal Protection of Investments, Nov. 7, 2008.
Alejandro Garcia Jimenez, On the Settlement of Investment Disputes between China and Latin America, 5 China Legal Sci. 34 (2017).
Asher Levine & Anne Marie Roantree, China’s Lenovo to buy Brazilian electronics company CCE, Reuters, http://uk.reuters.com/article/uk-cce-lenovo/chinas-lenovo-to-buy-brazilian-electronics-company-cce-idUKBRE8841GJ20120905 (Sept. 5, 2012).
Antoniode Moura Borges, Marcos Aurelio PereiraValadao&Natacha WardSa,The BRIC Context in a Globalized World and Foreign Direct Investment in Brazil,18 Law & Bus. Rev. Am. 329 (2012).
Brill Nijhoff Leiden, International investment law in Latin America: Problems and Prospects(2016).
Free Trade Agreement between the Government of the People’s Republic of China and the Government of the Republic of Chile, Apr. 13, 2008.
Carol Wise, China’s Free Trade Agreements in South America, Inter-American Dialogue (2012).
Chris Horton & Steven Lee Myers, Panama Establishes Ties With China, Further Isolating Taiwan, N.Y. Times, https://www.nytimes.com/2017/06/13/world/asia/taiwan-panama-china-diplomatic-recognition.html (last visited Oct. 23, 2017).
Christina Ramberg, Principles of Latin American contract law: conference notes, 21 Uniform Law Rev. 129 (2016).
Convention on the Recognition and Enforcement of Foreign Arbitral Awards, adopted Jun. 10, 1958, 330 UNTS 38; 21 UST 2517; 7 ILM 1046.
Debra F. Guajardo, Redefining the Expropriation of a Foreign Direct Investment in Mexico, 42 S. Tex. L. Rev. 1309 (2001).
Diaz-Candia, Hernando, Current Arbitration Trends in Latin America, 6 Indian J. Arb. L. 150 (2017).
Environmental Protection Guidelines for Outbound Investment Cooperation of the People’s Republic of China, Ministry of Commerce& Ministry of Environmental Protection(2013).
Frederick M. Abbott, The Problems of Intellectual Property in Latin America and How to Address Them, United Nations Economic Commission for Latin America and the Caribbean Project Documents <http://repositorio.cepal.org/bitstream/handle/11362/3594/1/S2007358_en.pdf>.
Guiding Opinions of the National Development and Reform Commission, the Ministry of Commerce, the People’s Bank of China and the Ministry of Foreign Affairs on Further Guiding and Regulating the Directions of Outbound Investment, State Council of the People’s Republic of China (2017).
Hunter R. Clark&Amanda Velazquez, Foreign Direct Investment in Latin America: Nicaragua--A Case Study, 16 Am. U. Int’l L. Rev. 743 (2001).
Karl P. Sauvant and Lisa E. Sachs, The Effect of Treaties on Foreign Direct Investment: Bilateral Investment Treaties, Double Taxation Treaties, and Investment Flows (2009).
Kenneth W. Hansen,Managing Political Risks in Emerging Market Investment, 18 Transnat’l Law. 77 (2004).
Kevin J. Fandl, Theft of Foreign-Owned Intellectual Property in Latin America: A New Strategy, 49 Geo. Wash. Int’l L. Rev. 299 (2016).
James Sitrick,Conventions for the Avoidance of Double Taxation between United States and Latin America: The Proposed Convention between United States and Brazil,45 Taxes 380(1967).#p#分页标题#e#
Jonathan C. Hamilton, Omar E. Garcia-Bolivar & Hernando Otero,Latin American Investment Protections: Comparative Perspectives on Laws, Treaties, and Disputes for Investors, States and Counsel (2012).
Laurent Didier, Economic diplomacy: The “one–China policy” effect on trade, China Econ. Rev 1 (2016).
Lenovo, 2016/17 Annual Report, http://static.lenovo.com/ww/lenovo/pdf/report/E_099220170605a.pdf (last visited Oct. 18, 2017).
Lenovo, Company History, https://www3.lenovo.com/us/en/lenovo/company-history/ (last visited Oct. 18, 2017).
Lenovo, Investor Relations, http://static.lenovo.com/ww/lenovo/investor_relations.html (last visited Oct. 18, 2017).
Lenovo, Latin America, https://lenovocareers.com/locations-latin.html (last visited Oct. 18, 2017).
Lenovo, Management, https://www3.lenovo.com/us/en/lenovo/management?menu-id=Support (last visited Oct. 18, 2017).
Lenovo Group Limited, FY2017/18 First Quarter Results Announcement,http://static.lenovo.com/ww/lenovo/pdf/Announcement%20FY1718%20Q1%20(Eng).pdf (last visited Oct. 17, 2017).
Leon E. Trakman, Foreign Direct Investment: Hazard or Opportunity, 41 Geo. Wash. Int’l L. Rev. 1 (2009).
Lung Wan Pun,Application and Conclusion of Treaties in the Hong Kong Special Administrative Region of the People’s Republic of China: Sixteen Years of Practice, 12 Chinese J. Int’l L. 589 (2013).
Moreno Rodriguez & Jose Antonio, Contracts and Non-State Law in Latin America, 16 Unif. L. Rev. 877 (2011).
OkanBeygo,Nationality of Corporations in International Claims Arising Out of Foreign Investment Disputes, 46 RHDI 33 (1993.)
People’s Republic of China-Costa Rica Free Trade Agreement, Apr. 8, 2010.
People’s Republic of China-Peru Free Trade Agreement, Apr. 28, 2009.
Philip J. MacFarlane, U.S. and Chinese Investment Treaties in Latin America: Convergence or Competition, 37 Hous. J. Int’l L. 927 (2015).
R. Evan Ellis, China in Latin America: The Whats and Wherefores (2009).
Sergio Sirabella, Treaty Analysis of Articles 10, 11, and 12 OECD MC in Brazil and China, 38 Intertax 430 (2010).
Sue Liu, Outbound Investment Made Easy, 33 Int’l Fin. L. Rev. 20 (2014).
Susie A. Malloy, The Inter-American Convention on the Law Applicable to International Contracts: Another Piece of the Puzzle of the Law Applicable to International Contracts, 19 Fordham Int’l L.J. 662 (1995).
Treaty on Judicial Assistance in Civil and Commercial Matters between the People’s Republic of China and the Federative Republic of Brazil, May 19, 2009.
Treaty between the People’s Republic of China and the Republic of Argentina on Mutual Judicial Assistance in Civil and Commercial Matters, Apr. 9, 2001.
Treaty between the People’s Republic of China and the Republic of Peru on Mutual Judicial Assistance in Civil and Commercial Matters, Mar. 19, 2008.
United Nations Convention on Contracts for the International Sale of Goods
vonWobeser, Claus,The Influence of the New York Convention in Latin America and on the Inter-American Convention on International Commercial Arbitration, 2 Disp. Resol. Int’l 43 (2008).
Xiuli Han, Environmental Regulation of Chinese Overseas Investment from the Perspective of China, 11 J. World Investment & Trade 375 (2010).
|
 |
|||
| 网站地图 |
