金杜律师事务所破产、重组和清算

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。

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Interview 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 companies to study successful M&A experiences from abroad and develop additional venues and tools for financing and venues for such transactions.Continue Reading Financing Mergers & Acquisitions in China Today

By 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 industry.Continue Reading BHP / Potash – and Chinese Antitrust

By 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 portion highlights the infamous China consultant. What kind of role do they play and do you actually need them?Continue Reading China M&A: Assembling an Effective Team for a China Transaction Part II

By 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 foreign investors in China face difficulties in assembling a successful business project team to implement the project. Part I discusses the assembling of an effective in-house team.Continue Reading China M&A: Assembling an Effective Team for a China Transaction Part I

By 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?Continue Reading Due diligence: deal killer or deal saver?

By Mark Schaub, Feng Xin, Duncan Hwang   King & Wood’s Foreign Direct Investment Practice

A. 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

The 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 laws are the same and the most important thing is that the law is designed well to suit the Hong Kong economy.
Continue Reading Hong Kong’s Proposed Competition Ordinance: Unsettled Issues of Design

By 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 is publicly listed. To achieve this goal, NWCL conducted several rounds of negotiations with SMC’s creditors to settle SMC’s debts and clear the roadblocks for the acquisition. However, the parties were unable to make much progress in the negotiations due to the large number of SMC’s creditors involved. As SMC needed to solve its debt crisis as soon as possible and its negotiations with NWCL were deadlocked, the company decided to reorganize to completely release itself from the heavy debt burdens in a short period time.
Continue Reading Debt Restructuring — Second Life for a Distressed Company