I was telling a client today how my law firm has done more than 200 Non Disclosure Agreements (NDA) with Chinese companies and our results very roughly approximate the following:

  •  100 Chinese companies signed what we drafted
  •   95 Chinese companies made one or more reasonable modifications and then signed
  •     5 Chinese companies angrily told our clients “this is not how business is done in China.”

I went on to say that we liked the second category the best because those were the companies that took the agreement seriously enough that they did not want to sign anything with which they were not fully comfortable. 

I then had a reveletion. Legitimate companies do not get angry when put to the test.

Let me explain.  

We are always preaching to our clients the importance of due diligence. We tell them to be sure to conduct business with only registered Chinese companies and that the best starting point for confirming whether a company is registered is to review a copy of their certificate of registration. Our clients often express concerns to us that this sort of request will offend their Chinese counterparty. Our response is that those who have the registration virtually always promptly provide it and those who do not have the registration get angry and talk of how the request is an insult. Tellingly, I cannot think of an instance where a company complained about having to provide its registration and then come up with it. In other words, their anger has always stemmed from their having gotten caught, not from the request itself.  

Am I on to something here? Is anger a good measure of a party’s intentions? How can it not be? What do you think?

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Dan Harris

I am a founder of Harris Bricken, an international law firm with lawyers in Los Angeles, Portland, San Francisco, Seattle, China and Spain.

I mostly represent companies doing business in emerging market countries. It has taken me many years to build my network and it takes constant communication and travel to maintain it. My work has been as varied as securing the release of two improperly held helicopters in Papua New Guinea, setting up a legal framework to move slag from Canada to Poland’s interior, overseeing hundreds of litigation and arbitration matters in Korea, helping someone avoid terrorism charges in Japan, and seizing fish product in China to collect on a debt.

I was named as one of only three Washington State Amazing Lawyers in International Law, I am AV rated by Martindale-Hubbell Law Directory (its highest rating), I am rated 10.0 by AVVO.com (its highest rating), and I am a SuperLawyer.

I am a frequent writer and public speaker on doing business in Asia and I constantly travel between the United States and Asia. I most commonly speak on China law issues and I am the lead writer of the award winning China Law Blog (www.chinalawblog.com). Forbes Magazine, Fortune Magazine, the Wall Street Journal, Investors Business Daily, Business Week, The National Law Journal, The Washington Post, The ABA Journal, The Economist, Newsweek, NPR, The New York Times and Inside Counsel have all interviewed me regarding various aspects of my international law practice.

I am licensed in Washington, Illinois, and Alaska.

In tandem with the international law team at my firm, I focus on setting up/registering companies overseas (via WFOEs, Rep Offices or Joint Ventures), drafting international contracts (NDAs, OEM Agreements, licensing, distribution, etc.), protecting IP (trademarks, trade secrets, copyrights and patents), and overseeing M&A transactions.