David Chen is a San Francisco-based corporate lawyer at Wilson Sonsini Goodrich & Rosati who advises Chinese technology companies and venture capital firms on US market entry, venture capital financings, and technology M&A transactions.

Practice Focus

David Chen advises Chinese technology companies and venture capital firms on cross-border venture capital investments, technology M&A, and corporate structuring in the United States.

Chinese venture capital investment in US technology companies, while moderated from peak levels, remains active and has shifted toward life sciences, climate technology, and enterprise software. The regulatory environment has become more complex with CFIUS review requirements under the Foreign Investment Risk Review Modernization Act and enhanced export control restrictions.

Venture Capital and Private Equity

He represents Chinese VC firms making strategic investments in US technology companies, including fund formation, carried interest structuring, and regulatory compliance under the Investment Advisers Act. His practice covers Series A through growth-stage preferred stock financings, venture debt arrangements, and secondary transactions.

Cross-Border Technology M&A

He advises on structuring acquisitions of US technology targets by Chinese strategic and financial buyers, with particular attention to CFIUS filing requirements, Team Telecom review, and Committee on Foreign Investment procedures. He guides clients through voluntary filings, declarations, and mitigation agreements.

Professional Standards

Education

University of California Berkeley, J.D.; Tsinghua University, B.S. in Computer Science

Languages

English, Mandarin Chinese

Bar Admission

2012 (California)

Firm

Wilson Sonsini Goodrich & Rosati (San Francisco)

Working Method

David Chen structures cross-border venture capital and technology transactions around a comprehensive regulatory assessment framework. For each Chinese client investing in US technology companies, he evaluates CFIUS jurisdiction and filing requirements, export control classification of the target company's technology, and optimal investment structure from both US regulatory and China foreign investment compliance perspectives. His methodology follows a three-phase approach: Phase 1 identifies regulatory risks and recommends structural mitigations, Phase 2 negotiates transaction documents with CFIUS mitigation agreement readiness, and Phase 3 supports post-acquisition compliance integration including technology control plan implementation and ongoing regulatory reporting.

• ⚖️ CFIUS jurisdiction assessment and mandatory declaration determination for technology sector investments
• 📜 Investment structure optimization balancing US regulatory efficiency and China foreign investment compliance
• 🛡️ Export control technology classification and technology control plan development for portfolio companies
• 💼 Venture capital transaction documentation including term sheet negotiation, purchase agreements, and side letters

Client Considerations

Chinese technology investors in the United States should engage US legal counsel with specific CFIUS and export control expertise before making investment offers or signing binding term sheets. CFIUS mitigation agreements may restrict Chinese ownership rights including board representation, information access, technology transfer, and management appointment. The FIRRMA mandatory declaration requirements for investments in critical technology companies mean that Chinese investors must plan for a 45-day CFIUS review timeline before transaction closing. David Chen advises clients to budget for CFIUS filing costs, mitigation agreement compliance costs, and ongoing export control compliance monitoring as part of the total transaction cost assessment.

US technology investments by Chinese investors require a fundamentally different approach than domestic Chinese technology transactions. Regulatory approvals from CFIUS, export control compliance assessments, and securities law requirements must be addressed in parallel with commercial negotiations. Chinese investors who integrate US regulatory counsel into the transaction team from the outset achieve materially better outcomes than those who address regulatory issues as an afterthought at signing.

Local Practice in Silicon Valley and San Francisco

San Francisco and Silicon Valley remain the primary destination for Chinese technology investment in the United States. David Chen's practice draws on established relationships with leading technology venture capital firms, startup law firms, and technology transfer offices at Stanford University and the University of California system. His location provides direct access to the venture capital community, startup ecosystem, and technology industry networks that are essential for deal sourcing, due diligence, and portfolio company support.

Professional Standards

David Chen maintains strict confidentiality protocols for Chinese client engagements, recognizing the heightened regulatory sensitivity of cross-border technology transactions. Every engagement receives documented regulatory assessment with clear identification of filing requirements, timeline projections, and cost estimates. Fee arrangements are structured as fixed fees for regulatory assessment phases and time-based billing for transaction negotiation and compliance implementation. He provides clients with quarterly regulatory updates covering CFIUS developments, export control changes, and US-China investment policy developments affecting Chinese investors in US technology companies.

Practical Engagement Process for Chinese Technology Investors

David Chen's technology investment engagements follow a structured process aligned with the typical Chinese VC transaction timeline. Initial regulatory scoping occurs during the term sheet negotiation phase, providing the CFIUS jurisdiction assessment and structure recommendation before binding commitments are made. Detailed due diligence proceeds in parallel with commercial due diligence, addressing IP ownership verification, export control classification, license compliance review, data privacy assessment, and technology transfer restriction analysis. Transaction documentation review focuses on protective provisions, information rights, board composition, and exit mechanism provisions relevant to Chinese investors. Post-closing integration support covers technology control plan implementation, ongoing regulatory monitoring and reporting, and periodic compliance review for changing regulatory conditions.