Corporate law is one of the traditional core practices of JXD. In this practice area, JXD’s services cover all aspects of operations management and commercial transactions for various companies in a variety of industries. Our corporate practice lawyers provide multidisciplinary services incorporating the fields of tax, labor, IPR protection, M&A transaction, financing and securities etc. and provide first class professional services for a large number of domestic and overseas enterprises including listed companies, state-owned enterprises, foreign invested enterprise, civil enterprises etc. JXD has a deep understanding of the characteristics and commercial operation of multiple industries and we are able to combine industry-specific professional knowledge with quality legal services in order to provide reliable and effective assistance to our clients.
M&A Team
JXD leverages its professional expertise in the areas of investment, securities, tax, financing, IPR and labor to provide comprehensive validity examination and feasibility analysis for clients dealing with enterprise M&A. We perform due diligence on the target company concerning outstanding legal matters, provide complete M&A plans and legal opinions, drafts asset and equity transfer (purchase) agreements, separation (division) agreements, merger agreements and other relevant transaction documents, participate in negotiations, provide advice on government permit procedures, record filing, registration and exemption matters, assist in handling relevant legal procedures, and participate in the closing process, etc.
The services provided by JXD’s M&A team include, but are not limited to:
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equity acquisition |
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asset acquisition |
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indirect acquisition |
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leveraged buy-out |
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tender offer |
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acquisition through additional share subscription |
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management buy-out |
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private equity |
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strategic investment |
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capital structure readjustment |
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company reorganization and system reform |
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spinning off, division of business and business disposal |
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exiting an investment |
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In terms of strategic business adjustment, the situations in which companies choose to exit generally fall within the following categories:
- a project investment fails to support the company’s development goals, industry direction or core business
- difficulty in acquiring management control rights or development control rights for the invested project
- issues arise which require the company’s internal asset reorganization or regrouping
- the company controlling the total investment sum exits when the total investment sum exceeds the maximum limit planned for, debt ratio exceeds the target level, or serious financial and cash flow difficulties develop
- significant disadvantages develop related to capital scale, share structure or cooperation conditions for the invested project due to the company’s merger, division, acquisition or introduction of a new cooperation partner etc.
- the invested company violates relevant laws or regulations resulting in major complications that cannot be eliminated in the short term.
Clearly, it is of vital importance that the investing company establish and perfect supervision and control mechanisms to actively monitor the development and operational status of the invested project, periodically analyze the invested project and carefully plan for exit should the need arise.
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designing and optimizing transaction framework |
