Equity Mergers & Acquisitions
Equity mergers and acquisitions (M&A) are characterized by multiple stakeholders, complex procedures, strict regulatory oversight, and far-reaching strategic impact, among others. Tian Lan Law Firm offers comprehensive legal solutions throughout the entire M&A lifecycle - from pre-transaction planning to post-acquisition integration - ensuring well-structured strategies, smooth implementation, controlled risks, and successful deal completion.
End-to-End Legal Support
- M&A Strategy Design: From industry due diligence investigation and target screening to transaction structure planning, we provide dual assessments of both regulatory compliance and commercial feasibility.
- In-Depth Due Diligence Investigation: We conduct thorough investigations into shareholding structures, identify affiliated guarantees, environmental liabilities, and other hidden risks to ensure no blind spots in the deal.
- Cross-Border Structuring: We design multi-layered holding structures in jurisdictions such as BVI, Hong Kong, and Singapore, ensuring compliance with foreign exchange and tax regulations, and aligning precisely with overseas investment needs.
Implementation of Complex Transactions
- Valuation Adjustment Mechanisms (VAMs) & Earn-Out Clauses: We craft tailored performance compensation and equity buyback arrangements to balance risk between buyer and seller.
- Antitrust & National Security Reviews: We anticipate merger control filings and key CFIUS (Committee on Foreign Investment in the United States) review issues, helping clients avoid regulatory bottlenecks.
- SOE Reform & PE Exits: We ensure compliant handling of state-owned asset evaluations and employee resettlement, and design dual-track exit mechanisms via IPO and acquisition pathways.
Post-Merger Integration Support
- Control Transition: We assist in board restructuring and corporate charter revisions to ensure a seamless handover of governance control.
- Risk Isolation & Dispute Resolution: We help manage “bombshell” clauses like undisclosed liabilities and quickly contain losses through litigation or arbitration when necessary.
