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Lawyer's role in M ​​& A (below)


lawyer's role in mergers and acquisitions (under)



- after lawyers in the mergers and acquisitions practice



Author: Tang Qinglin, Beijing lawyer, People's University Master of Law, specializes in mergers and acquisitions lawyer, and the theory of the business interest, has written Publishing), this article is a summary of the contents of the book chapters.

Contact: [link widoczny dla zalogowanych]; 13366687472.



mergers and acquisitions is a very complicated system, not a merger can be completed both independently and need investment banks, accounting firms, law firms and other professional advisers assistance. In particular, the lawyers, providing legal services in M ​​& A activities, the role is obvious. Lawyers in their professional knowledge and experience to provide strategic programs and select acquisitions, M & A legal structure design, due diligence, price determination and payment arrangements and other legal services; involved in mergers and acquisitions work in the harmonization of accounting, tax, professional consultants, the final M & A legal opinion and the formation of a complete set of acquisition contracts and related agreements. In other words, with the rapid and successful acquisitions, largely depends on the fruitful work of professional lawyers.

we all know, in many cases is not due to intentionally break the law but because of understanding. Unique professional law determines that only professionally trained lawyer who is to accurately and comprehensively grasp the spirit of the law. Without the participation of professional lawyers, then the M & M & A activity both in the implementation process, may not be fully complete understanding of the legal requirements for enterprise mergers and acquisitions, the relevant legal acts do not know what will have legal consequences, the parties can not be foreseen What kind of bear legal responsibility. In this case, the M & A activity is likely to break the law, and the event of legal issues, mergers and acquisitions may be at a loss both sides, so that the merger can not because of legal obstacles to the smooth; even if we manage to complete, there may be many potential legal risks.

Therefore, lawyers in M ​​& A play an indispensable role. Mainly in the following areas:

1. Corporate law firms is to hire professional consultants and professional services organizations

companies and law firms from the two sides signed the corporate legal counsel or a single form of ad hoc legal counsel to provide legal services to corporate mergers and acquisitions. At work, mergers and acquisitions lawyer in accordance with law for enterprises to solve the legal issues, excluding its acquisition of legal obstacles encountered in the process.

(1) mergers and acquisitions law firm for the feasibility plan prepared according to the law of mergers and acquisitions is the premise and foundation.

law firm from the beginning of the legal services involved in mergers and acquisitions, M & A programs in the formulation, the merger from the outset to run along the track of the legal system. If the asset replacement program in the planning, preparation process, the lawyers on corporate and business transactions each other, be replaced asset (or business) the basic situation of the asset exchange arrangements, pricing methods, debt arrangements, property ownership, intellectual property processing, and enterprise ownership arrangements for senior management on issues such as the laws necessary and sufficient feasibility analysis to determine, from which help companies design, engineer, the best asset replacement program.

(2) law firm mergers and acquisitions, corporate mergers and acquisitions for the production or review the drafting of legal documents related to validation is to ensure that important business operations to ensure standardization.

mergers and acquisitions in the main body for the determination of the target company, for acquisitions and the purchase price determined, as well as staffing for the target company, the surplus staff salaries, labor insurance and payment of tax before and after completion of the acquisition payment matters such as the proper disposal and arrangements need to be in the

(3) legal opinions issued by law firms is the replacement of business assets and equity transfer, mergers and acquisitions reported to the approval of the statutory conditions.

China Securities Regulatory Commission issued a major purchase or sale of the company's statutory acts of one of the conditions.

For example, according to authenticity of the content, accuracy and completeness, and legal opinion.

2. Law firm in M ​​& A activity both for business services, but also for government services, for the healthy operation of the securities market to provide effective protection.

law firm providing legal services for enterprises based on M & A is based on written authorization or hire companies, so the request from the ethical point of view, the provision of legal services lawyers should be permitted by law, when as far as the maintenance of the client's interests. However, it is different from the general sense of civil agents, lawyers, not a business agent, it according to the law as an independent subject of the legality of mergers and acquisitions to make an independent legal assessment of the standards prescribed by law for enterprises to stock transfer, asset replacement, mergers and acquisitions and other activities for verification, validation, after passing by the guard reported to the Government for approval, so as to the legitimacy of the government review mergers and acquisitions provide the legal basis for the faithful.

In general, the implementation of an M & A activity, usually can be divided into four stages, namely the acquisition of the preparation phase, implementation phase and M & M after the consolidation phase. The following book will be conducted in accordance with the order of M & A lawyers in each of the role of M & A activities described.

after the merger agreement is reached and the ability to perform a direct impact on the effective integration of M & A strategic objective can be achieved. Experience shows that many foreign mergers and acquisitions fail, the main reason is not given full attention on the integration issues, or has failed, although concern for effective integration. Visible, merger integration in M ​​& A plays a very important position. Merger integration is mainly related to financial integration, integration of human resources,[link widoczny dla zalogowanych], assets and enterprise integration of four aspects of cultural integration. The lawyers in M ​​& A integration phase after the completion of its role are:

a deal with M & A target company remaining after the legal affairs

according to Article 44 Civil Code 2 provides: rights and obligations. And the merger of the companies after the dissolution of the legal relationship between a party after the merger also be transferred to the surviving or newly established company. Therefore,[link widoczny dla zalogowanych], the lawyers in the merger is completed, it shall deal with these legacy legal matters:

1. Target Company is a party to a major contract

the continuity of the business, so the contract is bound to have some post-merger performance has not been performed or is in, so, first of all, counsel shall notify the other Contracting Party change on the parties to the contract (of course continued to exist if the target company, there was no necessary); Second, the conduct of mergers and acquisitions may affect the performance of the original contract schedule, so the lawyer should discuss this with the other contracting party, whether the performance of the contract agreement can be extended to perform, or change the discharge conditions. Again, if the original contract, the parties on the changes will affect the validity of the contract terms, then the law should also address the aftermath of what friendship - whether to do or claim compensation.

2. Target Company is a party to ongoing litigation, arbitration, mediation, negotiation

lawyer should sort out the relevant litigation, arbitration, mediation, negotiation information, and notify the court, arbitration body, the other party of the parties change the fact. And if the litigation, arbitration,[link widoczny dla zalogowanych], mediation, negotiation has not yet started, you should do a good job responding preparations.

3. Assist with non-legal matters including the development

Board agenda, minutes, and the coordination of related companies and other legal relations.

4. Different circumstances,[link widoczny dla zalogowanych], assistance to relocate the existing staff of the target company to assist the acquiring

the original placement of the staff of the target company,[link widoczny dla zalogowanych], is a lawyer in M ​​& A integration phase after the completion of the very important aspects. Because the arrangement of personnel M & A is indeed a problem.

(1) to help companies retain talent after acquisition

often occur after the merger the enterprise to be a huge loss of human phenomena. This is mainly because some people worry about the adaptability of the new environment in order to avoid the outward flow to both enterprise system due to the friction generated in the integration of the time. Poor management of the enterprise to be in control after the transfer, so that some employees may have negative psychological or incorrect expectations, managers were worried that the acquisition will reduce the company's compensation, power will be lost and so on. If handled properly, these concerns and worries will inevitably cause great loss of talent, but a huge loss of talent acquisition is equal to declaring bankruptcy. So to retain talent, stability, integration of talent to talent, to reduce personnel turbulence caused by mergers and acquisitions to become the primary integration of human resources management issues.

but employees have the right to decide their own fate, so, lawyers in assisting companies to retain talent after the merger, it shall note the following:

1) in accordance with the on More articles related to topics：


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