Pamela L. Giss

Suite *** Shanghai Centre

**** ******* ** **

Shanghai PRC 200040

Mobile: 86.138.1898.0840

Work Experience

Armstrong Teasdale LLP - May 1999 - Present

Managing Partner/Chief Representative, Armstrong Teasdale Shanghai

Representative Office (August, 2005 - Present)

Managing Partner/Chief Representative, China Alliance Shanghai

Representative Office (August, 2005 - present)

. Assist western-based companies operating in China or seeking to open

a foreign invested enterprise in China in structuring, negotiating and

documenting incorporations, share transfer transactions, asset

acquisitions, divestitures, real estate and employment matters, supply

and distribution agreements, trademark, compliance, repatriation and

operations issues.

.Coordinate work and communication between four China Alliance Member

Law Firms; manage and train fourteen employees; manage all aspects of

the Shanghai Office; prepare annual budget, prepare Three Year Plan

and approve expenditures.

.Serve as Director for State of Missouri Department of Economic

Development Office in China.

Real Estate Development and Municipal Finance, Armstrong Teasdale, LLP,

St. Louis, Missouri (May, 1999 to August, 2005)

.Structure, negotiate and document real estate and municipal finance

transactions, including, but not limited to, acquisitions,

divestitures, financing, development, leasing, condominium law,

affordable housing and historic tax credit projects, zoning,

subdivision and board of adjustment representation, reciprocal

easement agreements, construction contacts, tax increment financing,

tax abatement, community improvement districts, sales tax rebate

agreements, industrial revenue bonds and BUILD Missouri Bonds.

.Projects include sports facilities, regional malls, big box retail

facilities, retail strip centers, office buildings, hotels,

warehouses, manufacturing facilities, gaming developments, single-

family residential developments and multi-family developments.

Husch & Eppenberger LLC - September 1997 - May 1999 (Associate); Summers

1995, 1996 (Summer Associate), Real Estate Development and Municipal

Finance

Education

St. Louis University School of Law (J.D., magna cum laude, 1997)

Order of Woolsack

Editor, Saint Louis University Law Journal

Academic Achievement Awards in Property and Legal Research & Writing

Regional Moot Court Competition

Teaching Assistant, Legal Research & Writing

Saint Louis University (M.B.A., 1994)

Alpha Sigma Nu

Phi Beta Kappa

Randolph-Macon Woman's College (B.A., 1989)

Professional Activities

Global Supply Chain Council

American Chamber of Commerce - Shanghai

Foreign Correspondent's Club (Associate Member)

The Bar Association of Metropolitan St. Louis

The Missouri Bar

American Bar Association

Relevant Transactions List

Activities in China - Assist Fortune 500 company with acquisition of Hong

Kong company with Chinese subsidiary; assist with reorganization of

existing joint venture and related share swap transaction; assist

Midwestern U.S. company with acquisition of Chinese supplier; assist

western companies with structuring foreign invested entities in China to

maximize liability protection and minimize tax obligations; counsel

western companies concerning adherence to new Labor Law in China; assist

western companies with employee termination and subsequent litigation;

assist Midwestern U.S. company with construction contract disputes.

Fortune 500 Asian Counsel - Serve as Asian Counsel for large MNC;

coordinate with local staff; manage outside counsel; interview local

counsel and review billing; manage work flow; and liaison with General

Counsel in Canada

Fortune 500 Company Acquisition - Assist MNC with cross border acquisition

of Singaporean, Malaysian and Thailand companies including drafting,

negotiating and reviewing documentation and due diligence; coordinating

legal activities of local counsel in Thailand, Singapore and Malaysia

Fortune 500 Company Refinancing - Assist MNC with structuring, drafting and

implementing the refinancing of debt on two Chinese and two Hong Kong

companies to combine financing into a single policy; assist with short-

term financing for Chinese companies in the interim

Large Consumer Products MNC Acquisition - Assist MNC with structuring,

negotiating and drafting documentation for acquisition of local Chinese

manufacturer

Cardinal's Baseball Stadium Relocation - Lead Real Estate Attorney.

Acquisition of property from 3 governmental entities and various private

owners; sales and leasebacks of property to/from the Missouri Department

of Transportation ("MoDOT"); negotiate project agreement and security

agreement (against terrorism) with MoDOT; title commitment and survey

procurement and review; negotiate final form of $380 million title

policy; review numerous subdivision plats and obtain municipal approvals;

facilitate street vacations and dedications; coordinate with Piper

Rudnick, Mayer, Brown, Rowe & Maw LLP and Skadden, Arps, Slate, Meagher

& Flom to ensure structure of real estate transaction was consistent with

financing requirements.

Big Box Retail Developments -

.Lead Municipal Finance Attorney on multiple big box retail developments

in Missouri and southern Illinois including Home Depot, Wal-Mart, Lowe's

and Schnucks and Dierbergs grocery store chains and various out parcel

tenants; negotiate and document redevelopment plans with tax incentives;

assist with site plan review; vacation and dedication of rights-of-way,

detention ponds and green space requirements.

.Lead Real Estate Associate on two Costco Wholesale Corporation

developments. Performed due diligence including title and survey review;

negotiated reciprocal easement agreement and indentures between Target

Corporation and Costco; assisted in negotiations and documentation of

purchase agreement between Costco and Target; closed sale of property to

Target and six out parcels to various parties.

$280M Luxury Casino-hotel Complex with $50M Mixed Use Component - Lead

Municipal Finance Associate assisting City of St. Louis in negotiating

and executing an agreement to develop the casino/hotel complex with

accompanying retail and parking space.

350 Parcel Acquisition and Industrial Park Development - Lead Real Estate

and Municipal Finance Attorney. Assisted client in acquiring 350 parcels

of property owned by Lambert St. Louis International Airport (surplus

property), the City of St. Louis, St. Louis County, Missouri, the City of

Hazelwood and numerous private parties; assisted with lot consolidation,

negotiation and documentation of tax increment financing agreement, tax

abatement agreement, creation of an urban redevelopment corporation, due

diligence including title and survey review and preparation for

condemnation.

400 Parcel Acquisition for Low Income and Historic Tax Credit Development -

Lead Municipal Finance and Real Estate Attorney. Assisted client in

obtaining tax abatement and condemnation authority over 400 parcels of

property in downtown Kansas City, Missouri; assisted client with numerous

real estate matters. [pic][pic][pic][pic][pic][pic]

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