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Corporate merger & acquisition (M&A) is a major practice area of Tian Yuan. We’ve provided legal support to clients in numerous domestic and international M&A projects, including overseas reverse take-over (RTO) projects. In large and multi-party M&A transactions, we often serve as a leading counsel to be also responsible for coordinating the work arrangements of the lawyers representing involved parties, for the purpose of assuring a complicated transaction to be proceeded smoothly and completed efficiently. Our clients active in the M&A area include major state-owned corporations, foreign investors, financial institutions, real estate developers, high-tech companies, education institutions and entities, construction companies, pharmaceutical companies, mining companies, and chemical companies. Tian Yuan attorneys have closely followed the development of M&A laws in China, especially laws and regulations on the industry regulation, state-owned assets administration, foreign exchange, taxation, intellectual property, and securities regulation. With a good understanding of law, knowledge of market practice and experiences of various transactional arrangements, we provide the following services to our clients in their M&A transactions:
- Structuring of comprehensive M&A transactions and the related projects financing plan
- Legal due diligence investigation, providing legal due diligence investigation report, providing related disclosure documents as may be required
- Preparing transaction documents, including equity or asset acquisition or transfer agreements, corporate division or spin-off agreement, merger agreement and other related agreements and contracts on the issues that may be involved in the projects, such as the issues regarding land use, environment protection, intellectual property and employee arrangement
- Participating in project negotiations
- Advising on and assisting in completing related government and statutory procedures, such as applying for approval, filing for public records, registration and exemptions
- Issuing legal opinions on relevant issues involved in an M&A project
- Assisting clients in project closings
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