Jiayuan Law Firm

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

Dispute Resolution

The Dispute Resolution practice group consists of lawyers with deep knowledge, rich experience and strong capability in litigation, arbitration, enforcement, and hanlding other emergency matters. All lawyers are familiar with China’s judicial and arbitral procedures and have a good command of skills. They are able to deal with litigation and arbitration cases from a macro and broader perspective. They can provide domestic and international clients with professional dispute resolution services, as well as bankruptcy legal services.

Providing dispute prevention solutions

Providing legal advice for dispute matters

Developing dispute resolution strategies and providing dispute resolution plans

Participating in negotiations, mediation and conciliation

Acting in first instance and appeal procedures, and enforcement procedures for civil and commercial litigation proceedings

Acting in appeal for civil and commercial cases to the with Procurator organ or dependence services

Acting in civil and commercial arbitration

Acting in criminal and administrative proceedings

Applying for pre-litigation preservation of evidence, freezing of property

Applying for the enforcement of court judgments and arbitral awards

Acting for Chinese clients participating in domestic or international arbitration, mediation and dispute resolution procedures

Applying for, recognizing and enforcing domestic and international arbitral awards

Acting on behalf of companies for, liquidation or bankruptcy