Andrew M. Ross focuses his practice in corporate, business, and securities, including domestic and international mergers and acquisitions and joint ventures, debt and equity financing, venture capital and bank financing, and general corporate representation. His practice also involves the representation of senior executives in employment agreement and other compensation arrangements. His clients are frequently in the marketing, communications, technology, and interactive media fields, include private equity firms, and range from publicly held multinational companies to privately held emerging growth companies.
With a wealth of experience representing emerging growth companies and their founders, Andrew counsels founders from inception of a business plan for a new enterprise through seed and venture capital raising, later-stage growth and IPO or sale to a strategic buyer. He assists in developing strategic relationships and raising financing with mature multinational businesses, as well as representing buyers and sellers at all levels from initial conception of a transaction through consideration of counter-parties, structuring, negotiations and closing.
Andrew is regularly called on to appear on television broadcasts, including CNN and CNBC. He is an author and frequent lecturer on mergers and acquisitions and U.S. transactions by Chinese companies.
Andrew earned his undergraduate degree, summa cum laude and Phi Beta Kappa, from the University at Albany in 1977 and his law degree from Stanford University Law School in 1980 and was a member of the Stanford Law Review.
September 23, 2014
The 2014 New York Metro edition of Super Lawyers Magazine, published by Thomson Reuters, has named 16 Cozen O’Connor attorneys to its list of Super Lawyers and Rising Stars.
July 30, 2014
Andrew Ross, Chair of Cozen’s China Practice, was interviewed in mid-July for Chinese CCTV2, a leading Chinese business television station, on a recent D.C. Circuit Court of Appeals ruling that as a matter of first impression a foreign party could bring a judicial challenge against an order of the President of the United States blocking a US acquisition on national security grounds under CFIUS.
July 08, 2013
Andrew Ross of the Business Practice Group was interviewed by Financier Worldwide for their August 2013 edition of TalkingPoint. Andrew Ross answered questions regarding trends and advantages with the use of earn-outs. Ross explained that, “Seller’s interests in earn-outs remains limited since under them the seller bears the risk of future performance. Regardless, their use has been increasing as a result of factors otherwise inhibiting deals, such as the reluctance of buyers to risk cash and, in general, buyers having a greater choice of deals to pick among”. To read the full edition of TalkingPoint with Andrew Ross, click here
August 07, 2012
Cozen O’Connor Announces Addition of Senior Corporate Attorney In New York, a Recognized Authority in In-Bound Investment From China
August 04, 2014
Recently, as the pace of “going global” speeds up, a large amount of Chinese companies have participated in M&A, control investments and substantial minority investments in businesses and properties located outside of China. Moreover, the development of China’s economy will make China a major...
June 25, 2014
There are many reasons that Chinese companies are doing business in foreign countries, especially in the United States. From a macro perspective, the Chinese government provides large amounts of policy support in favor of going global. From the perspective of various companies, they may have multiple goals in mind when doing an overseas M&A. In general, Chinese companies have three important reasons to go global. The first reason for a transaction can be to obtain goods and services not otherwise available to them. Examples can include talent generally, including intellectual property and research and development capabilities and facilities, such as Alibaba’s U.S. acquisition and the acquisition of Compete Genomics, a U.S. DNA mapping company. The second reason for a transaction can be to acquire a company, such as a seller of valued international or U.S. brands, and in addition to continuing to sell their goods outside China, also sell them in China. In this way, Chinese companies may utilize the existing marketing and sales channels of the target companies and accomplish the win-win solution in both national and international markets. The third reason for a transaction can be to acquire products that flesh out a product line or improve a competitive market position. Going global can also increase market share and increase brand recognition.
February 19, 2014
On February 4, 2014, the staff of the Securities and Exchange Commission (the SEC) issued a revised no-action letter (the No-Action Letter). In the No-Action Letter the staff states it will not recommend enforcement action against parties qualifying as M&A Brokers (as defined in the No-Action Letter) for failure to register under Section 15(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (i.e. registration as a broker-dealer) in connection with the purchase and sale of “privately-held companies” (as defined in the letter) conducted and structured in accordance with the No-Action Letter.
December 11, 2013
Chinese companies have acquired all of, or at least controlling stakes in, a meaningful number of businesses in the United States. There are other Chinese companies which believe that an ownership interest in a U.S. business would provide valuable benefits to it, but for various reasons are unable or unwilling to obtain a controlling stake. This can be due to the unwillingness of existing owners to sell a majority position, the desire of the Chinese company for existing management owners to remain fully involved with the business, the high cost involved in obtaining control, or the reluctance of the Chinese company to commit the necessary capital to acquire control, among other reasons. While in many cases this leaves open the possibility of taking a minority position, many Chinese executives are reluctant to do so, believing that as minority stakeholders they cannot adequately protect their position and therefore their investment and the other objectives they may seek to obtain therefrom could be harmed. The purpose of this article is to explain how, with proper planning and the assistance of experienced U.S. legal counsel, in many cases these concerns can be so substantially ameliorated that a minority position becomes an acceptable basis to engage in a transaction in the United States. It is a given that in either a majority or minority stake deal, the transaction must be one which makes business sense for a Chinese company.
October 26, 2013
By: Andrew M. Ross
On September 6, 2013 the Committee on Foreign Investment in the United States (CFIUS) gave clearance for Smithfield Foods, Inc. to be purchased by China Shuanghui International Holdings, Ltd. CFIUS is an inter-agency committee authorized to review transactions that could...
July 24, 2013
Seller’s interests in earn-outs remains limited since under them the seller bears the risk of future performance. Regardless, their use has been increasing as a result of factors otherwise inhibiting deals, such as the reluctance of buyers to risk cash and, in general, buyers having a greater choice of deals to pick among. This trend does not apply to acquisitions of public companies for which earn outs remain very rare for many reasons, including potential tax consequences. One trend is some increase by private equity firms selling portfolio companies to accept at least a portion of the purchase price via an earn-out.
January 31, 2013
A new factor has recently emerged in the Chinese business community: Chinese companies increasingly are going global, i.e., engaging in foreign direct investment, or FDI, potentially resulting in dramatic changes to the competitive landscape.
February 20, 2012
An accelerating number of Chinese companies are engaging in acquisitions and control investments, joint ventures and start-ups in the United States to carry out certain of their strategic goals and take advantage of attractive opportunities.
February 03, 2012
An accelerating number of Chinese companies are engaging in acquisitions and joint ventures in the United States and while it's generally understood that a large number of other Chinese companies are also considering doing so, many still hesitate.
October 11, 2011
The majority of U.S. companies' investors, buyers and joint venturers are other U.S. companies, although a significant number are Canadian and European. However, a growing trend is the emergence of Chinese companies in U.S. corporate transactions.
November 01, 2010
A growing number of Chinese companies have made acquisitions, entered into joint ventures or engaged in Greenfield investments in the United States in furtherance of their particular strategic goals.
May 19, 2010
Chinese company acquisitions of U.S. businesses, fueled by China’s growing economic power, are on the rise. Such transactions require regulatory approvals in China and in some cases may be blocked in the U.S. by national security concerns or fears of job loss. Given their very different culture and relative inexperience in the U.S. market, Chinese buyers will need expert advice on the U.S. deal-making process and U.S. sellers may seek special protective measures to enforce their rights and collect post-closing amounts due them from Chinese buyers.