What is M&A?
M&A stands for Mergers and Acquisitions, a method of gaining control of a company through mergers or acquisitions.
- Helps businesses rapidly expand scale, market share, and leverage existing resources (customers, personnel, systems).
- Shortens market entry time and optimizes costs through synergies between parties.
"M&A typically requires due diligence to review legal, financial, and tax matters before completing the transaction."
When do you need professional M&A consulting?
Situations that often lead to deal failure if terms and due diligence are not properly managed.
- Change of control (controlling stake acquisition, shareholder/member changes).
- Acquisition of controlling interest or significant changes to shareholder structure.
- Target company has debts, tax obligations, disputes, or secured assets.
- Transaction involves transfer of assets, IP, data, or long-term contracts.
- Restructuring needed: name change, business lines, capital, legal representative, internal governance.
SERVICE SCOPE
What we support in an M&A transaction
Pre-transaction
Determine target, structure, and key risk areas before deep negotiations.
- Guide transaction structure: equity purchase, asset purchase, merger.
- Document checklist; industry and model-specific due diligence scope.
- Payment framework based on milestones and preconditions.
Due Diligence
Review to identify hidden risks and suggest control mechanisms in the contract.
- Legal: corporate status, licenses, charter, ownership.
- Tax & Finance: liabilities, tax obligations, contingent items.
- Contracts: customer/supplier, long-term commitments, guarantees.
Execution & Post-M&A
Finalize, complete procedures, and plan integration to make the deal run smoothly.
- Draft/review SPA/SHA/minutes, commitments & penalties.
- Support registration amendment procedures (if required).
- Post-M&A plan: operational integration, governance, personnel.
CONDITIONS
5 key factors before closing a deal
Investment registration authorities will review projects based on strict criteria
Control objectives
Project must not be in prohibited investment sectors (Article 6). For conditional sectors (Article 7), investors must meet all requirements regarding capital, form, and ownership ratio.
Valuation & adjustment mechanism
Select appropriate valuation method, establish payment mechanism based on achieved results or price adjustment based on actual data (if needed).
Due diligence
Review legal, tax, contracts and labor; prioritize addressing risks with potential for significant post-closing costs.
Protective clauses
Establish protection mechanisms such as: representations and warranties, indemnification, conditions precedent; apply escrow arrangements to control and 'lock in' risks.
Post-M&A plan
Develop operational integration plan; update business registration when required; organize transfer of contracts, assets, intellectual property rights; manage changes in personnel and governance structure.
WORKFLOW
Work process
Legal consulting and guidance
Advise on business type, capital, business lines & legal procedures, initial tax matters for investors.
Document preparation and finalization
Collect information, draft investment enterprise registration documents in accordance with legal regulations.
Submission & progress monitoring
Submit documents on behalf of investors to registration authorities. Monitor progress, handle feedback, ensure quick approval.
License receipt and document handover
Receive Investment Enterprise Registration Certificate, engrave company seal and deliver complete legal documentation.
NEWS