Quick Guide: Mergers and Acquisitions

Practical Law UK Articles 3-545-8247 (Approx. 4 pages)

Quick Guide: Mergers and Acquisitions

by Practical Law China

Mergers and Acquisitions Topic Collection

What issues need to be agreed in a letter of intent with a Chinese target? What clauses should be added to an international sale and purchase agreement where the target group has a subsidiary or assets in China? What documents do you need to carry out an intra-group transfer of a Chinese subsidiary?

Resources under this topic collection help lawyers advise on transactions involving the sale or purchase of Chinese businesses, from full-scale buyouts to minority interests in a joint venture, and also on international M&A transactions and intra-group reorganisations where the target group has a Chinese subsidiary or assets in China.

This collection includes:

Standard documents with detailed drafting notes for the pre-contract stage, including a letter of intent, confidentiality agreement, due diligence request list and due diligence report.
Standard clauses and drafting notes to use in a share purchase agreement when the target group has subsidiaries or assets in China, including due diligence, conditions precedent and representations and warranties.
Standard share purchase agreement for a foreign company buying a Chinese company either directly or through a subsidiary in China.
Standard equity transfer agreements for transferring ownership of a Chinese company to an unrelated Chinese or foreign acquirer.
Standard equity transfer agreement for the intra-group transfer of a China subsidiary to a foreign parent.
Standard equity transfer agreement for a joint venture restructuring.
Standard post-acquisition documents for the newly acquired company, whether it is a wholly foreign-owned enterprise (WFOE) or a joint venture company.
Practice notes evaluating the payment options for a foreign party acquiring equity in a Chinese company and the implications of buying a company which is owned by or invested in by a Chinese state-owned entity, including how to value the company's equity and the steps and timetable involved in transferring it.
Practice notes on an overview of merger control filing and national security review in China.
Practice note on the use of variable interest entity (VIE) structures in China.
Checklist setting out a timeline for a foreign company or its Chinese subsidiary to acquire a Chinese target.
Checklist setting out the steps required to complete a MOFCOM merger notification form.

For a full list of the resources in this collection, see Mergers and acquisitions topic home page.

All standard documents and standard clauses are available in English-Chinese bilingual versions. For a full list of the bilingual resources, see Practical Law China bilingual content.

To download the Word version of each standard document and standard clause in Chinese:

Follow the link to the English version of the document that you want.
Click the Chinese language version link at the bottom of the abstract of the English version.

Quick Guide: Mergers and Acquisitions | Practical Law