The Legal Department of merger and acquisition is one of the core business departments set up for providing professional legal services for the clients by Zhongwen Law Firm. The lawyers have profound knowledge in law and rich practical experience with “mutual cooperation, mutual coordination and pooling the wisdom and efforts of everyone” as the work principle and “entrusted by people, loyal to people, fulfilling the mission and win-win cooperation” as the service objective and have provided professional and efficient legal services for domestic and foreign enterprise groups, listed companies and financial institutions, winning the praise of our clients.
Scope of Legal Services includes:
(I). M&A project legal services
•Target company due diligence: subject qualifications, contract and constitution at the time of establishment, resolution of the board of directors during the period of existence and review of the shareholders’ meeting of the target company.
•Target company’s financial standing and major contracts being performed; target company’s claims and debts; staff placement of the target company; target company’s litigation, arbitration and administrative penalties and potential debt, etc.
•M & A authorization: government approval process, board resolution, shareholders' meeting resolution, anti-merger clause review.
• Design, planning and negotiation of legal programs of mergers and acquisitions.
•Issue legal opinions about merger and acquisition.
•Offer legal advice and institutional arrangements on M & A risk prevention and control.
•Plan and arrange the tax of M & A.
•Produce procedures and substantive legal documents on M & A.
•Act as the agent for M & A review, approval, announcement and other legal affairs.
•Handle various registration of M & A.
•Litigation and arbitration of M & A disputes.
(II). Investor rights protection legal business
•Exercise the right of equity confirmation and transfer.
•Exercise the shareholder’s right to know.
•Exercise the right to claim for distribution of the shareholder’s profit.
•Exercise the right to claim for dissolution of the company.
•Shareholder representative action.
•Confirm the resolution of the shareholders’ meeting or the board invalid.
•Revoke the right to claim for the resolution of the shareholders’ meeting or the board.
•Investigate and affix the responsibility for false statement of the listed companies.
•Exercise the right to claim for repurchase the shares.
•Other litigation and non-litigation legal business related to the protection of investors’ rights and interests.
Main Representative Performance:
•China Urban and Rural Construction and Development Co., Ltd.
•Beijing Tianheng Zhengyu Investment Development Co., Ltd.
•Beijing Tianheng Zhengdao Investment & Development Co., Ltd.
•Beijing Cihang Education Co., Ltd.
•Henan Shuimu Solar Technology Co., Ltd.
•Beijing Zhongruan Wanwei Network Technology Co., Ltd.
•Uniware Co., Ltd.
•China Online Insurance Agency Services Co., Ltd.