Song Siyu

song siyu

Areas of practice

Mr. Song Siyu specializes in litigation and arbitration with particular expertise in litigation and compliance related to securities, corporate and financial matters. He is particularly experienced in handling disputes over control rights, securities compliance and securities litigation of listed companies.

Since joining King & Wood Mallesons (KWM), Mr. Song has focused on dispute resolution and compliance related to capital markets. He has handled various disputes over company control, cross-border equity investment/takeover, original stock/stock warrants, employee stock ownership plan/equity incentives, capital increase, equity transfer, repurchase of equity/shares/right to yields, entrustment shareholding, shareholders’ qualification, and stock pledge financing of public/private companies. In addition, he has also advised listed companies on disputes over illegal guarantee, note financing, equity/debt structured financing, fund custody, inter-financial-institution reverse repo forward contracts, financial derivatives, inter-bank buying of resale forward contracts, and financial derivatives, and represented SMEs in dealing with disputes over redemption of private-equity bonds, financial factoring business, profit distribution and claims of a secondary principal under asset management programs. Moreover, he has also led many cases, including the special procedure for realizing real rights for security and the special procedure for notarized enforcement of a credit document.

Mr. Song has extensive experience in securities litigation and compliance. He has been representing clients in disputes over control of listed companies since 2010, involving over 23 companies listed on the Shenzhen Stock Exchange, the Shanghai Stock Exchange and the Hong Kong Stock Exchange, respectively. Mr. Song has repeatedly led or participated in such highly professional and confrontational cases that require in-depth expertise and capability of comprehensive legal services, including disputes over going-private transaction of public companies and their interests distribution, transfer of controlling interests, performance compensation and cancelation of shares, short—swing trading of shareholders, validity of their resolutions, shareholders/management’s breach of fiduciary duty, shareholders’ information right, shareholders' qualification, asset managers’ performance, partnership governance, breach of contract for compensation of expected profit by reorganized parties, minimum proceeds guarantee in private placement. Such projects also involve tender offer as well as shareholder meetings convened by shareholders, compliance investigation of funds and securities transaction, suspected false statements, insider trading, manipulation of the market and other securities violations, as well as other non-litigation practice such as compliance investigation, crisis public relations, corporate management/business restructuring, designing anti-takeover measures at the levels of listed companies and shareholding companies.

Mr. Song has represented listed companies and their shareholders, de facto controllers and senior executives in the pre-investigation, investigation of a case filed and pre-punishment by securities regulators for suspected false statements, insider trading, market manipulation, short-swing trading and illegal reduction of shareholding, and provided them with legal services including statement and defense for administrative hearing and reconsideration, and post-punishment response to lawsuits brought by retail investors.

Mr. Song is highly motivated and innovative in new practice areas. He is skilled at handling high profile and complex cases by delivering innovative solutions, including a quick takeover of a company by innovatively resorting to arbitration to break the corporate stalemate. Mr. Song has won many milestone cases as the “first of its kind”:

• China's first case involving the legality review of a listed company’s restriction of shareholders’ rights;

• China's first case involving the legality review of a purchaser’s takeover of a listed company;

• The first preservation ruling that a listed company shall not deprive its shareholders of the voting rights;

• The first preservation ruling in China involving counting votes at the general meeting of listed companies;

• China's first preservation ruling regarding the exercise of a listed company’s shareholders’ rights since the promulgation of The Fourth Judicial Interpretation of the Company Law;

• China’s first case of obtaining control of a listed company through a market-based offer;

• China’s first case involving the recognition of conditions for the controlling shareholder of a listed company to swap convertible bonds to equity;

• China’s first case in which the illegal guarantee of a listed company made by means of endorsed bill was invalidated;

• China’s first case since the release of the Minutes of the Ninth National Courts' Civil and Commercial Trial Work Conference in which the creditor was found to have "knowingly" provided the guarantee beyond the authority, exempting the listed company from compensation, after the guarantee made by the listed company was invalidated;

• China’s first case to achieve a company’s takeover and preservation of property through arbitration;

• China’s first dispute over custody of private placement bond in the inter-bank market; and

• Guangdong’s first dispute over the validity of rental business model of gas stations.

Work experience

Mr. Song joined KWM in 2009.

He graduated from the Law School of Jilin University with a bachelor degree and a master degree in Jurisprudence.

Mr. Song was qualified to practice law in the PRC in 2008 and now serves as an arbitrator with the Shenzhen Court of International Arbitration and a mediator with the Shenzhen Securities and Futures Dispute Resolution Center.

His working languages are Chinese and English.


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