Legal practice in listed companies’ overseas M&A

An offshore acquisition by a domestic listed company is a systematic project. As it usually involves multiple jurisdictions, the establishment of, and changes to, legal entities, demonstration and optimization of the plan at the compliance level, approval level and tax planning level, as well as the conduct of due diligence and the issuance of conclusions, can require the close cooperation of lawyers in multiple countries.

In the course of such a project, based on Chinese securities regulatory requirements, the Chinese lawyers bear the key responsibilities of coordinating the review and issuance of a legal opinion by the foreign lawyers. Not only are the Chinese lawyers required to assist the listed company in terms of study of the regulatory environment, analysis of the strategic requirements, the decision-making procedure and risk control, but also, from the perspective of Chinese securities regulation, are required to organically coordinate the various work segments domestically and abroad, achieve seamless integration and thereby assist the listed company in completing the transaction, guarding against risks, and moving the transaction forward. This is specifically manifested in the following:

Plan demonstration

The plan demonstration stage requires effective cooperation between the domestic and foreign intermediary firms. The demonstration of the reasonableness of the plan mainly involves tax planning for the payment method. The compliance demonstration is mainly dependent on the approval requirements of the various countries in respect of the transaction. It will usually involve two broad aspects: a national security review and an anti-monopoly review.

Wang Guan is a partner and Meng Wenxiang is a salary partner at Grandway Law Offices. Xie Yijie, a paralegal at Grandway, also contributed to this article