Mergers and Acquisitions
Acquisitions and restructuring of companies is one of the core practices of Jia Yuan, covering both the services related to public listed companies including acquisition of listed companies, major asset restructuring, merger by way of absorption, backdoor listing, etc; as well as services related to private companies in their commercial mergers and acquisitions, etc.
Generally, acquisition and restructuring of listed companies are subject to China Securities Regulatory Commission and Stock Exchange’s approvals. Jia Yuan is familiar with all the rules and regulations applied to such acquisitions and restructuring promulgated by the aforementioned approval authorities and departments and their supervising and administrative approach. We are able to cooperate with financial advisors to design most feasible transactional structures to obtain the authorities’ approvals. We are willing to share and contribute our good communication channels with securities regulatory authorities and other competent departments which are built on in course of so many years’ practice, to facilitate clients and the financial advisors with respect to all the communications with the competent authorities on a timely and needed basis for the completion of projects. The acquisitions and restructuring of public listed companies are subject to complicated procedures, preparation of numerous legal documents and extremely tight schedule. Based on our rich practical experience and entire offices’ cooperative working approach, we commit our services to be completed in a high quality manner and strictly compliance with the schedule.
In commercial M&A, lawyers are required to be equipped with a background of solid legal knowledge and rich practical experience, as well as deep understanding of finance and tax rules. Have participated in a large quantity of commercial M&A projects and cumulated very rich experience during long term practice, also having been awarded many honors with excellence, we are capable of combining legal, financial and taxation knowledge to provide clients with services of design transactional structures and participating in all kinds of negotiations.
Acquisition and Restructuring by or of Public Listed Companies
Full range legal due diligence on underlying assets and propose solutions to serious legal risks revealed by investigations
Assist in validating and drawing up major asset restructuring plans
Assist in communicating with creditors and draft documents such as notices to creditors, consent letters, confidential agreements, and other relevant documents
Assist listed companies in work within the scope of asset restructuring which are needed prior to restructuring (such as equity allocation, equity transfer, etc.)
Draft legal agreements involved in major asset restructuring (such as asset disposal agreement, asset acquisition through share issuance agreement, profit compensation agreement, share subscription agreement, etc.)
Draft meeting documents of board of directors and shareholders’ relating to consideration of major asset restructuring of listed companies
Draft Letter of Undertaking required in major asset restructuring
Draft legal opinions for major asset restructuring in accordance with relevant requirements of the CSRC, state-owned assets regulators and the stock exchanges
Reply to regulators’ inquires on legal issues relating to major asset restructuring
Assist in the disclosure of major asset restructuring of listed companies
Assist with the transfer of underlying assets
Other legal services in relation to major asset restructuring of listed companies
Business M&A
Conduct comprehensive legal due diligence on underlying assets, identify risks and propose solutions to serious legal issues revealed by investigations
Assist in validating and drawing up business acquisition plans
Assist in acquisition negotiations and consultations
Draft, review and modify relevant legal documents associated with transactions (such as share purchase agreements, capital increase agreement, etc.)
Other legal services in relation to business M&A
