China's mergers and acquisitions have boomed due to the rapid growth of the Chinese economy over the past few decades. More and more foreign investors now opt to start businesses in China through mergers or by acquiring existing businesses (foreign invested companies, domestic companies, or even state-owned companies) in China.
We have attorneys experienced in structuring mergers & acquisitions in China and who arefamiliar with the various means to accomplish mergers and acquisitions in the PRC. We have advised clientsbuying Chinese assets with offshore vehicles or onshore vehicles via asset to asset, equity to equity, asset to equity or equity to asset purchases. When we design an acquisition scheme, we always give the client's concern first priority. For example, if a client is concerned about a specific closing date, we will advise clients to use offshore transactions to avoid the prolonged examination and approval procedure imposed by the Ministry of Foreign Trade and Economic Cooperation (MOFTEC) or its local agencies. If clients are concerned about the liabilities s/he may bear, we advise the client to buy assets instead of equity to avoid contingent and potential liabilities.
Besides structuring, our attorneys, together with our Chinese consultants, are capable of conducting thorough due diligence during a client's merger & acquisition transaction. Generally we will focus on the following areas of the target company: legal presence of the corporate entity; legal title to real property (including land use right); legal title of the assets (is there any mortgage, charge, lien or other encumbrance over it?); tax, tax exemptions and the validity of such exemptions; all the borrowings/liabilities, operation, scope of operation, and labor issues, etc.
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