Mergers & Acquisitions (M&A) / Cross-border Investments

The M&A practice includes all legal issues related to inter-organizational transactions, acquisitions and mergers.  Since the professionals come from a wide variety of legal disciplines and have in-depth and extensive knowledge on various regulations involved in the M&A process, the firm can provide its clients with the most comprehensive legal and business assistance in any transaction.  Specific services include, but are not limited to:

• Advising clients on industry-specific regulations and policies and assisting clients in communicating with local lawyers to understand the relevant regulations in the event of cross-border M&A.
• Assisting clients in drawing up M&A plans and advising on acquisition strategies and methods.
• Conducting legal due diligence procedures and working with other intermediaries such as accountants and patent engineers to assess the suitability and legal risks of the subject matter of the acquisition.
• Preparing and negotiating transaction-related contracts, including but not limited to equity subscription and transfer agreements, shareholders' agreements, technology contracts, and mandate contracts with senior technical personnel.
• Assisting in the fulfillment of necessary obligations regarding application and notification during M&As, such as registration of entities, notification of overseas investment, prior notification of concentrations of undertakings, etc..
• Providing immediate and professional legal advice per clients' needs during M&As.
• Assisting the acquisition targets in carrying out organizational restructuring, modifying related business contracts, and optimizing internal legal compliance processes after M&As.

 Practical Experience

 

Shanghai Lee, Tsai & Partners has extensive experience in M&A practice involving a wide range of industry types and patterns.  The firm has handled important M&A cases, including but not limited to:
 

• Assisting the affiliated company of a well-known listed beauty care company in capital injection and equity participation in an aesthetic medicine clinic and a biotechnology company, including leading legal due diligence, drafting relevant transaction agreements, and providing legal advice on corporate regulations
• Assisting a Taiwan-based private equity fund in dealing with its investment in a semiconductor company
• Assisting a Hong Kong-based holding company in the disposal of equity interests in its mainland company
• Assisting a Taiwan listed company to establish a joint venture with a Japanese listed company to operate chemical-related business

Publications
 

• Practice Guide - Mergers and Acquisitions of Chinese Enterprises: Intellectual Property Issues in Mergers and Acquisitions of Chinese Enterprises by Foreign Enterprises (Lexology/Getting the Deal Through) (2019 - 2021).

Labor Law

Harmonious labor relations are indispensable to the operation of an enterprise, and Shanghai Lee, Tsai & Partners is well versed in the judicial practice of labor dispute resolution.  The firm is able to assist its clients in formulating internal management systems and policies in line with the nature of the enterprise, improving the employee equity incentive mechanism, and providing practical solutions in the process of hiring, managing, and discharging or laying off employees, as well as safeguarding the legitimate rights and interests of the clients in related labor dispute cases.

Practical Experience
 

• Assisting multinational companies in recruitment and termination of multinational employees.
• Handling labor relations changes during mergers and acquisitions, restructuring and divisions for its clients.
• Assisting clients in drafting company rules and policies, labor contract templates, offer letters, employee handbooks, confirmation of salary adjustment, intellectual property ownership agreements, confidentiality and non-compete agreements and other documents.
• Handling labor contract termination disputes involving employees' sick leave.
• Representing clients in labor disputes involving the payment of business commission (including labor arbitration, first instance, second instance).
• Handling disputes in which company employees violated non-compete restrictions during their employment to the detriment of the company's interests.
• Regularly providing multinational companies with updated reports on China's labor laws and regulations.

Tax Law

 In modern business transactions, considerations and planning regarding taxation are essential.   Equity transactions, asset transactions, day-to-day operations, company dissolution and liquidation, and import and export trade all require the support of tax legal services while resolving transactional issues.  To help clients with tax issues during transactions, Shanghai Lee, Tsai & Partners has been intensively engaged in tax-related legal areas, providing more comprehensive and thoughtful service solutions for clients' transactions.  It is also the embodiment of Shanghai Lee, Tsai & Partners' commitment to providing clients with all-round legal services:
 

• Advising on tax issues that may arise during transactions.
• Adjusting and designing the transaction structure to meet the tax requirements of clients, and advising on tax planning.
• Advising clients on customs duties, value-added tax, business tax, enterprise income tax and other tax issues encountered in their daily operations.
• Representing clients in communications with the State Taxation Administration (STA) and local tax bureaus in various provinces and cities.

•  Providing a large equity transaction with legal advice on tax liability related issues.
• Assisting a foreign company in communicating with tax
  authorities on transfer pricing issues.