Part One
Some Suggestions for Trademark Registration in China
1. File Trademark Application in time
| The territory trait of trademark right
| Principle of first to register
Case 1
One Germany company appointed a Chinese company as an authorized distributor of the products bearing its own logo. Without permission of the German company, the authorized distributor filed an trademark application for this logo. This act has caused severely negative effects on the marketing of the Germany company.
Case 2 Trademark Infringement Case in respect of “蓝色风暴”
A wine company in Zhejiang Province was granted the trademark right of “蓝色风暴” for the goods of beer, cola etc.
Later, they found a world famous drinks company used “蓝色风暴” in the promotion, ads and package of its cola products.
The judgment:
The court held that the drinks company had spent a large amount of money on the promotion of “蓝色风暴” for so long time. As a matter of fact, “蓝色风暴” became a trademark of the drinks company. For this reason, the court held this acts is an infringement of the exclusive right regarding “蓝色风暴” of the Zhejiang wine company.
2. Keep in Conformity with Chinese Language Habits and Customer Habits
| Trademarks are suggested to be Chinese words
| Easily-identified, easily-memorized
| Words that are familiar to or are recognized by the customers
Case 3 Lexus
Lexus is a famous brand of Toyota. Before Toyota sold Lexus in China, it was translated as “凌志” but has not been registered. When Toyota began to sell Lexus in China, the brand name had to be changed into “雷克萨斯”, because “凌志” had been registered by someone else.
Case 4 “索爱” Trademark Case
One person filed trademark application for “索爱” and was granted exclusive right to this trademark in 2004. One year later, Sony Ericsson company filed a request for cancelation of this trademark, but the request was not supported by the Trademark Review and Adjudication Board and the court.
3. The Registration Shall be Under the name of the Holding Company
Purpose:
| Centralized management of intangible assets
| Transfer of Loyalty
| Avoid being involved to liquidation or other relevant procedure of the WFOE or JV
4. The Registration Shall Cover Similar Goods
Purpose:
| Prevent from registration in similar goods by others
| Prevent from potential trademark infringement
Case 5
A clothing company registered its logo in China for goods of clothes. Later the company found someone else used the same logo on glasses. Because their trademark application doesn’t cover glasses, the clothing company failed to claim for damages or stop such sales.
5. Keep in Conformity with the Trade name and Domain name
Purpose:
| Prevent from registration by others and customers being confused
| Prevent from potential trademark infringement
Part Two
Remedy of Trademark Infringement
1. Customs Protection of Intellectual Property Rights
Put on record → Apply for detaining of suspected infringing goods → Investigation of Customs→Make the decision
2. Measures for Administrative Protection of Trademark
Report →Negotiation→Make a decision by Administration Bureau for Industry and Commerce →administrative proceedings civil proceedings
3. Judicial Protection of Trademark
Laws and Regulations:
| Trademark Law of PRC,
| Interpretations of the Supreme People’s Court on Several issues concerning the Application of Law to the Trial of Cases of Civil Disputes over the Trademarks
(1)Jurisdiction
| Where the infringing acts take place
| Where the infringing goods are stored or detained
| Where the defendant is domiciled
(2)The concerned parties
As plaintiff
| Trademark registrant
| licensees under sole licensing contracts
| Licensees under exclusive licensing contracts can bring a joint suit together with the trademark registrant and can also bring a suit by themselves if the trademark registrant does not bring a suit
| Licensees under non-exclusive licensing contracts , provided that they have been given clear authorization to do so by the trademark registrant
As defendant:
| Producers of infringing goods
| Sellers of infringing goods
| Who counterfeit, or to make, without authorization, representations of a registered trademark of another person, or to sell such representations
(3)Infringing acts
| To use a trademark that is identical with or similar to a registered trademark in respect of the identical or similar goods without the authorization from the trademark registrant;
| To sell goods bear a counterfeited registered trademark;
| To counterfeit, or to make, without authorization, representations of a registered trademark of another person, or to sell such representations of a registered trademark as were counterfeited, or made without authorization;
| To replace, without the consent of the trademark registrant, its or his registered trademark and market again the goods bearing the replaced trademark
| To use the words identical or similar to another’s registered trademark as a trade name in a distinctive manner on identical or similar goods, and thus causing possible confusion among the relative public;
| To copy, imitate, translate another’s well-known registered trademark or its dominant part to be used as a trademark on non-similar or non-identical goods and thus mislead consumers and possibly causing damage to the interest of the well-known trademark owner;
| To registrate words identical with or similar to another’s registered trademark as a domain name, and to conduct e-commerce in the goods through this domain name, which is likely to cause confusion among relative public;
| Other infringing acts.
(4)The Evidence Shall be provided
| A legitimate and effective certificate of trademark ownership or authorization;
| Evidence of infringing acts,such as the process of purchase of infringing goods, the infringing goods;
| Evidence of the claim for damages.
(5)Calculation of Damages
| The profit that the infringer has earned because of the infringement in the period of the infringement;
| The injury that the trademark registrant has suffered from the infringement in the period of the infringement;
| The appropriate expenses of the trademark registrant for stopping the infringement;
| An amount of damages of no more than RMB 500, 000 Yuan.
Case 6 “立邦” Trademark Cases
Conflict between trademark and trade name
A company registered “立邦” as its trade name. Nippon Paint company then brought a suit against this company.
Finally, the court held the use of “立邦” as trade name violated the exclusive right of Nippon paint company and the trade name shall be changed to the words other than “立邦”.
Conflict between trademark and domain name
Nippon Paint company found that one person registered a domain name containing “nippon”. Then, under the authorization of Nippon paint company, our law firm submitted the dispute to Asian Domain Name Dispute Resolution Centre, demanding transfer the domain name “nipponpaint.asia” to Nippon Paint company.
Eventually, we won this case and the domain name had been
transferred.
Q&A
Thanks!
| Chambers Yang Partner/Attorney
| 37F, Hongkong Plaza, 283 Huaihai Rd(M),Shanghai, China
| Tel: 0086 21 6385 9090
| Fax: 0086 21 6390 6651
| Email: Chambers@hllawyers.com
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杨春宝一级律师简介
杨春宝一级律师,大成上海高级合伙人、资本市场部主任、国资基金研究中心主任,大成中国区私募基金专业带头人、科技与文化法律研究中心联合牵头人。执业30余年,长期从事私募基金、投融资、并购重组法律服务,尤其对对赌研究颇深且具有非常丰富的实战经验,并专注于金融机构股权投资业务。2004年起多次入选The Legal 500"私募基金"和"公司与商业"等境内外各类律师榜单,代理的中国法院首例适用外国法律审理外国公司的董事损害小股东权益纠纷案入选上海高院发布的《上海法院域外法查明典型案例》和威科先行"要案头条"。入选上海涉外法律人才库、上海市司法局鼎新法治人才库、上海国有企业改制法律顾问团,具有上市公司独立董事任职资格,系多家知名高校的兼职教授或兼职研究生导师及上海市商务委跨国经营人才培训班讲师。出版《私募股权投资基金风险防控操作实务》等16本投融资法律专著。了解更多常见法律问题
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投资并购尽职调查应涵盖以下方面:1)法律尽职调查——核查目标公司的设立及存续、股权结构、重大合同、知识产权、诉讼仲裁、劳动用工、合规经营等情况;2)财务尽职调查——审查财务报表、资产负债、收入结构、关联交易、税务合规等;3)商业尽职调查——分析行业前景、市场竞争、商业模式、客户供应商集中度等。建议委托专业律师和会计师共同进行,重点关注隐性债务、或有负债、知识产权权属瑕疵、劳动用工风险等潜在隐患。杨律师团队在投资并购领域具有丰富经验,可提供全流程法律服务。
公司并购有哪些法律风险?
公司并购主要法律风险包括:1)股权权属瑕疵风险——股权被质押、冻结或存在代持关系;2)隐性债务和或有负债风险——目标公司存在未披露的担保、保证、未决诉讼等;3)劳动用工风险——员工安置、补偿方案、社保欠缴等;4)知识产权风险——核心专利、商标、著作权的权属不清或存在侵权纠纷;5)反垄断审查风险——达到申报标准的并购需向国务院反垄断执法机构申报;6)税务风险——历史欠税、税务筹划不当等。建议在交易前进行全面尽职调查,并在协议中设置适当的陈述保证条款和赔偿机制。
并购交易中如何设计交易结构?
并购交易结构设计需考虑以下因素:1)股权收购vs资产收购的选择——股权收购继承目标公司全部权利义务(含隐性债务),资产收购可选择性收购但需办理资产过户手续;2)支付方式——现金支付(简单直接)、股权支付(换股收购,可延迟纳税)、混合支付(现金+股权+ Earn-out);3)分步交易安排——先收购部分股权,再根据经营情况决定是否收购剩余股权;4)税收筹划——合理设计交易结构以降低整体税负(如特殊性税务处理);5)风险分配机制——通过陈述保证、赔偿、托管、分阶段付款等方式分配风险。建议由律师、税务师和财务顾问共同参与设计。
以上内容仅供参考,不构成法律意见。如需专业法律服务,请联系杨春宝一级律师:chambers.yang@dentons.cn



