Latest M&A Update: How to Structure and

CCH Company Law Training Course
Latest M&A Update: How to Structure and
Realize a Foreign-invested M&A Transaction
10 June, 2011 Beijing
14 June, 2011 Shanghai
With the gradual recovery from the global financial crisis and China’s continuing economic growth, mergers and acquisitions remain a popular
option for foreign companies seeking to expand its R&D, production, sales, and other business operations in China. To better utilize foreign
investment as part of China’s twelfth five-year plan, regulators have established a comprehensive system of policies and regulations for
foreign-invested M&A, fair competition, and security review, which in turn make up the “big three” regulatory aspects of foreign-invested M&A
transactions. Recently, various Chinese regulators have issued series of regulations and rules regarding security review, industry policies,
foreign-invested partnership enterprises, foreign-invested RMB funds, and foreign exchange controls to better provide regulatory guidance.
Unfortunately, this has also created certain issues in the course of practice.
Based on the investment target and methods selected, foreign-invested M&A transactions can be categorized into “asset acquisitions” and
“equity acquisitions”, which can be broken down into “financing acquisitions” (e.g., among others, the popular industrial investment, venture
capital investment, and private equity investment) and “strategic mergers”. Strategic mergers can be further classified into horizontal mergers,
vertical mergers, and conglomerations. David Yu, partner of Llinks Law Offices will provide advice on how to structure and complete a
successful foreign-invested M&A transaction, including how to deal with key legal issues and obstacles, what the process and stages of M&A
transactions are, analyze the nuances across the different transaction categories, and discuss the recently issues regulations.
Key Topics
• Key Laws, Regulations Policies and Areas of Foreign-invested M&A
• How to Evaluate the Overall Risk of M&A and Design a Risk Management Plan
• How to Evaluate, Handle and Resolve Issues Discovered during Due Diligence
• Restructuring and Conditions Precedent Tailored to the Transaction
• Foreign Exchange Rules Relevant to M&A
• Transfer of Property Rights and Control Rights
About the lecturer
David YU
Partner, LLINKS LAW OFFICES
David Yu currently sits as Director on the Shanghai Bar Association’s M&A and Restructuring Research Committee. David is a founding partner of
Llinks in its establishment in 1998 and earned his LL.B degree from Fudan University School of Law. David is currently a member of the IT &
High-Tech Law Committee (National Bar Association), Foreign Affairs Committee (Shanghai Bar Association), Pudong New Area Legal Counsels
Group, and a board member of the Pudong Legal Services Association.
David’s areas of practice include Capital Markets and Corporate Finance, Corporate and Commercial, M&A and Restructuring, Private Equity and
Venture Capital, and Real Estate.
In the area of corporate and M&A, Mr. Yu has represented a number of Fortune 500 companies, large-scale Chinese enterprises and listed
companies, with practices involving cross-boarder investment, merger & acquisition, corporate finance, debt restructuring, tax planning, IPO, etc.
Mr. Yu possesses the in–depth legal knowledge and practical experience in the automotive, energy, infrastructure, real estate, manufacturing,
pharmaceutical and healthcare industries, as well as in education and media and entertainment. He has assisted clients on some ground-breaking
projects in these sectors.
In the area of infrastructure and real estate, Mr. Yu has represented several foreign real estate funds and other funds to deal with fund formation
and fund-raising, real estate acquisition, acquisition financing, securitization and other matters. Meanwhile, he has represented numerous national
real estate development companies in dealing with legal issues in relation to real estate development, finance, project acquisition, etc.
In the area of private equity and venture capital, Mr. Yu has represented a large number of PE funds in acquiring and selling various portfolio
companies in China. Meanwhile, he has both assisted many venture capital funds in investing in growth enterprises and many strategic investors in
dealing with legal issues regarding floatation and IPOs.
The Professional’s First Choice
Syllabus & Schedule
8:30 – 9:00 Registration
13:30 – 16:30 Afternoon Session
9:00 – 12:00 Morning Session
Restructuring and Conditions Precedent Tailored to the Transaction
• Conditions Precedent: It’s Legal Meaning
• How to Deal with Unfulfilled Conditions Precedent
• Common Pre-M&A Restructuring Plans
Key Laws, Regulations Policies and Areas of Foreign-invested M&A
• The New Foreign Investment Industry Guidance Catalogue (draft
version for comment)
• Security Review for M&A of Domestic Enterprise by Foreign Investors
• Latest Developments in Anti-monopoly Review
• State-owned and Collectively-owned Assets in Foreign-invested M&A
• Foreign-invested Partnership Enterprises / Foreign-invested RMB Funds
• Change of shareholdings in FIEs / Downstream investment by FIE
• Revisions to Foreign Exchange Controls
• Latest Judicial Interpretation by the Supreme People’s Court
Payment and Financing
• Foreign Exchange Rules Relevant to M&A
• Handling the Target Enterprise’s Liabilities
• Controlling Transaction Costs and Payment of Consideration
• Financing Models Relevant to M&A and the Legal Issues Involved
• Post-M&A Capital Increase and Capital Recovery
15:30 – 15:45 Coffee Break
Structuring the M&A
• The Application and Pros/Cons of Asset Acquisition Versus Equity
Acquisition
• How to Choose the Best Off-shore/On-shore Structure
• How to Evaluate the Overall Risk of M&A and Design a Risk
Management Plan
• The Legal Effect, Key Terms, and Use of Letters of Intent for M&A
Transactions
Closing and Post-closing Matters
• Stages of Closing and Closing Document Preparation
• Transfer of Property Rights and Control Rights
• Closing, Payment, and Breach
16:30 – 16:45 Q & A
10:30 – 11:00 Morning Refreshment
How to Conduct Due Diligence
• Basic Due Diligence Process
• How to Design a Due Diligence Questionnaire
• Document Collection, Management Interviews and On-site Inspection
• How to Evaluate, Handle and Resolve Issues Discovered during Due
Diligence
Negotiation and Drafting of Deal Documents
• Key Terms of an Investment/Acquisition Agreement
• Collateral Agreements: Their Significance and Relationship to the Main
Agreement
• Representations and Warranties, and Disclosure Letters
• Common Issues in Negotiations
12:00 – 13:30 Lunch
About CCH
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The Professional’s First Choice
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CCH Company Law Training Course
Latest M&A Update: How to
Structure and Realize a
Foreign-invested M&A Transaction
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10 June, 2011 Beijing
14 June, 2011 Shanghai
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