本所律师参与撰写的《并购和杠杆融资评论》（第5版）（The Acquisition and Leveraged Finance Review (Fifth Edition)）一书于2019年1月在英国出版，该书是世界著名法律出版商法律商业研究有限公司（Law Business Research Limited）出版的The Law Reviews系列丛书之一。天元律师事务所合伙人殷雄、合伙人柴杰、资深律师马骎应邀撰写了该书的“中国”一章。
The Acquisition and Leveraged Finance Review - Edition 5
The outbound acquisition by Chinese investors has become more rational since late 2016 because of the tightened control of the administration of outbound investment through window guidance and uncertainty over the policy. Foreign investment has also been slowed down due to the de facto restriction to the transfer of dividend and investment proceeds out of China and uncertainty over future exit from investment.
However, since 2018, several rules and regulations regarding outbound investment and foreign investment and foreign exchange have been promulgated, with the aim to improve oversight on outbound investment and to facilitate foreign investment in China. Cross-border investment has picked up since the start of 2018.
Domestic and international banks are the primary source of debt finance in acquisition transactions. Finance companies also play an important role in the debt financing market. Unsecured credit facility, secured facility, revolving facility for working capital purposes, bonds and convertible bonds are the most commonly used debt products. Chinese laws are not well developed for the mezzanine finance; however, mezzanine finance is not a new concept in China as it is commonly seen for Chinese companies with an offshore structure. For onshore companies, hybrid debt-plus-securities instruments are commonly arranged, which are more inclined to the hybrid of plain vanilla loans or pure equity solutions.