LOCAL KNOWLEDGE, GLOBAL REACH — Yao Zhou, Beijing Office Partner; Dentons Beijing
Claiming the title of ‘world’s largest law firm’, Dentons prides itself on its global reach and local insight, with 175 locations serving 78 countries. In 1992, Dentons China was founded — becoming one of the first partnership law firms in china. Quickly evolving, the firm now has 45 offices spanning across every province and autonomous region. This expansive network allows local offices to draw on its worldwide resources from firms across the globe, to shape policy and enhance services and relationships. It has since earned the accolades of ‘outstanding law firm in china’ and topped the Asia legal business’ annual rankings of ‘ALB China Top 20 Largest Firm’. Dentons China now offers a full-range of legal services to its clients, including in the scope of aviation and aerospace.
Practicing at Dentons Beijing is PRC-registered lawyer Yao Zhou, focusing on aircraft finance, banking and finance, foreign direct investment, merger and acquisition, private equity and venture capital investment. Drawing on her wealth of experience in a banking and transaction counsel, Ms. Zhou now extends her knowledge to advise on aircraft financing and leasing for both commercial and business aviation — which she has been practicing for the past decade. She has been involved in several cross-border commercial aircraft financing and leasing transactions, acting on behalf of banks and lenders, lessors and airlines on commercial aviation matters. Ms. Zhou has also counseled on general aircraft transactions, including the financing, management, sale and purchase of business jets, sale and purchase of commercial aircraft and the procurement of equipment for airlines and lessors.
What range of services does Dentons Beijing provide to aviation clients?
Dentons Beijing aviation and aerospace team has an abundance of expertise and experience in the field, including commercial aviation, business aviation and - in recent years - has reflected the rapid rise of general aviation, unmanned aerial vehicles and other aspects of the business. Our team has provided legal services in the aeronautical field for many well-known aviation manufacturers, airlines and leasing companies. The team can advise on aircraft purchase, financing, leasing, maintenance, insurance, trust, refinancing, redelivery, retirement and disposal, and sales and exports.
Our lawyers have been at the forefront of aircraft financing and leasing transactions where only a few law firms in China are able to provide highly specialized legal services in this field. We have advised many well-known domestic and international financial institutions, airlines, leasing companies and manufacturers in cross-border or domestic leasing of aircraft, engines and other equipment.
What are some of the deals Dentons Beijing has worked on?
We have participated in nearly every type of aircraft financing lease in Chinese civil and business aviation, and are familiar with the structures, features, background and benefits of a wide-range of transaction types. Having represented many major international and domestic banks, leasing companies, aircraft manufacturers and domestic lessees for a significant period, we fully understand the requirements and practices of each client in different transactions and are well-aware of the risks and major concerns of every party to a transaction.
We have assisted in the importation of more than 1,000 aircraft into China, including not only large and medium sized passenger and cargo jets but also small private jets and helicopters. We’ve also represented engine manufacturers and engine leasing companies in lease and sale-leaseback transactions, relating to Pratt & Whitney, GE and Rolls-Royce engines.
What are some of the latest developments in aircraft finance and leasing?
As business partners to our clients, and not just purely their lawyers, our goal is to understand any market deal terms, valuation trends, regulatory hurdles and policy shifts in the industry — and in financing and leasing. This equips us to properly advise on the most suitable direction to take. There are a few new developments and issues that clients must be aware of:
Customs Requirements: For a PRC registered aircraft, should the aircraft be exported and sold offshore, transacting parties are advised to confirm in advance with the relevant customs authority in China whether the aircraft is required to be exported through the same customs authority where the aircraft was imported into China in the first place. This is rather crucial as it may impact the closing procedure of the deal and more importantly costs of closing the transaction.
Cancellation of import VAT when the aircraft is imported into China by way of leasing. Following a change of law last year, importation VAT has now been abolished if the aircraft is leased into China. This is good news in terms of reducing the transaction costs.
PRC VAT rate on rentals was recently reduced from 16% to 13%; this is a recent development, aimed at reducing the tax burden on businesses in China.
Tianjin Free-Trade Zone now encourages outbound leasing (i.e. lessor being a Tianjin FTZ Special Purpose Vehicle and lessee being an offshore entity). This would provide more (creative) options for the market players when designing deal structures.
For domestic transactions, we understand escrow arrangements are now possible since the Insured Aircraft Title Service (IATS) is now able to provide escrow services within China. This comes at the right time when Chinese clients are looking for escrow agents in China who can provide similar escrow services to the offshore corporate jet market.
How do you continue to offer China-based clients, or those with ties to the region, support during this uncertain period?
Periods of political or economic uncertainty often causes uncertainty with our clients. In addition to closely monitoring the latest developments of events, such as the US-China Trade War or China’s economic situation, we design creative deal structures to help ease our clients. Often in situations like this, we cannot find answers in black and while law, but we have to rely on our experience and industry knowledge.
I always stress to my team that we must speak the same language as our clients – that is, we must know the industry and the economic / business situation as well — and even better — than our clients. Only this way can we can provide the most suitable legal service.
WHAT ADVICE CAN YOU OFFER TO THOSE LOOKING TO ACQUIRE AN AIRCRAFT?
To start, a client must know exactly what type of aircraft he or she wants and what the use is. Many times, clients have not gotten passed that initial point.
However, my best advice is to seek professional counsel. Acquiring an asset, such as an aircraft, requires a great deal of time and work. Clients can be bogged down with paperwork and overwhelmed by the process. Having a professional on your side helps to mitigate risks and ultimately cuts down on costs.
At Dentons Beijing, we find that because we specialize in aviation, we’re able to answer the questions before the questions are even asked.