金杜律师事务所破产、重组和清算组 中国证监会于2011年1月发布了5个并购重组法律适用意见，内容包括上市公司严重财务困难认定、要约豁免申请条款选用、二级市场收购的完成时点、拟购买资产存在资金占用问题、上市公司在12个月内连续购买、出售同一或者相关资产的有关比例计算等。 中国证监会有关部门负责人表示，这些法律适用意见就市场参与主体对《上市公司收购管理办法》、《上市公司重大资产重组管理办法》有关法律理解上可能存在不一致的问题加以明确，并以证监会公告的形式对外发布，体现其严肃性和法律效力。
Tag Archives: merger & acquisition
Financing Mergers & Acquisitions in China Today
Posted in Finance, Mergers & AcquisitionsInterview of Roy Zhang of King & Wood’s Banking Department by Zhang Tianhui and He Ran of King & Wood’s Publications Group Financing is a critical consideration in M&A transactions. For a long period of time, financing large scale strategic M&As of listed companies in China has been a bottleneck. As such, it is important for… Continue Reading
BHP / Potash – and Chinese Antitrust
Posted in Antitrust & Competition, Mergers & AcquisitionsBy Susan Ning, Liu Jia, Huang Jing and Angie Ng, King & Wood’s Competition Group BHP Billiton (BHP)(1), a global natural resources company, has recently launched a hostile bid (the bid) to purchase PotashCorp (Potash)(2), a leading potash producer based in Canada. This proposed acquisition is likely to have an impact in the Chinese potash… Continue Reading
China M&A: Assembling an Effective Team for a China Transaction Part II
Posted in Foreign InvestmentBy Mark Schaub, Partner, Corporate, King & Wood Shanghai Most companies engaging in a China project will likely need support from external consultants. However, selecting the external team is often more difficult than assembling the internal team — who do you need? How do you find good ones? And what role should they play? This… Continue Reading
China M&A: Assembling an Effective Team for a China Transaction Part I
Posted in Mergers & AcquisitionsBy Mark Schaub, Partner, Corporate, King & Wood Shanghai Many West European and US companies have thinned out their ranks of middle management in the never-ending pursuit of shareholder value. A China project is likely to be more time intensive and involved (and therefore expensive) than the foreign company initially forecasts. For this reason many… Continue Reading
Due diligence: deal killer or deal saver?
Posted in Foreign Investment, Mergers & AcquisitionsBy Mark Schaub, Partner, Corporate, King & Wood Shanghai Every multinational company needs a China strategy. The country’s resilient economic performance during the global downturn has made it even more attractive to some overseas investors, but how should such companies arrive at a realistic appraisal of the potential risks and opportunities of a specific deal?
Guarding State-Owned Assets – the PRC Enterprise State-Owned Assets Law
Posted in FinanceThe Enterprise State-owned Assets Law of the People’s Republic of China (“State-owned Assets Law”) was adopted on the fifth session of 11th Standing Committee of the National People’s Congress on October 28, 2008 and become effective on May 1, 2009.
MOFCOM Devolves Foreign Investment Approval Competency to Lower Levels
Posted in Foreign Investment, Mergers & AcquisitionsA. General Devolution to Lower Levels China’s Ministry of Commerce (MOFCOM) has continued their trend of further delegating approval competency to lower governmental levels. This delegation of approval competency to local authorities will greatly accelerate the approval process for foreign invested projects. MOFCOM issued, on March 5 the Notice on Improving the Examination… Continue Reading
Hong Kong’s Proposed Competition Ordinance: Unsettled Issues of Design
Posted in Antitrust & Competition, CorporateThe Hong Kong Government has decided to introduce a cross-sector competition law during the 2008-09 legislative session. The Government has published a draft framework for the competition law and is currently seeking public comments on this draft. The introduction of a competition law is a significant step for an economy to take. Not all competition… Continue Reading
Debt Restructuring — Second Life for a Distressed Company
Posted in Dispute Resolution, Finance, Mergers & Acquisitions, Restructuring & Insolvency, SecuritiesBy: Liu Yanling, Partner and head of King & Wood’s Bankruptcy, Restructuring & Insolvency Practice Stellar Megaunion Corporation ("SMC") was in serious debt, as it could barely repay its liabilities. New World China Land ("NWCL"), which was seeking an opportunity to go public, proposed to acquire SMC as a shell company which has no assets, but… Continue Reading