Mergers and Acquisitions

As one of the leading M&A law firms in China, JT&N advises on the utilization of M&A strategies at every phase of investor involvement in China. At the entry stage, mergers with or acquisitions of existing PRC companies can provide a foreign investor with an accelerated means of entering a market, obtaining a pool of experienced employees or gaining access to established distribution channels. For companies already established in China, a wide variety of M&A options can be used to restructure, expand or refocus the existing presence. M&A transactions can serve a valuable function as an exit strategy for foreign investors. JT&N routinely advises clients on structuring appropriate exit vehicles, including listing on PRC exchanges or private sale to PRC or foreign parties within China or abroad.

Our clients include top-tier international corporations, institutional investors, private equity and venture capital firms, and private PRC companies and state-owned enterprises. The firm also handles M&A transactions on behalf of clients in the small to midsize range, including acquisitions and dispositions of assets, businesses and subsidiaries, the sale or purchase of equity in cooperative and contractual joint ventures, and strategic investments.

JT&N's impressive record of experience with the most complex and challenging issues affecting any M&A project in China – including employee and management settlements, off-the-book or hidden liabilities, social security obligations, pre-existing irregular practices and arrangements, industry compliance issues – and our unparalleled ability to address those issues, provide our clients with the factual intelligence as well as the legal analysis they need to make the most informed business decisions. Our due diligence capabilities are one reason for our reputation in the M&A field, and the firm has committed itself to developing one of the best due diligence sub-practices in China. With the capacity to draw on over 150 lawyers with skills across a wide spectrum of legal areas, JT&N’s expert due diligence teams provide the factual and legal foundation essential to any M&A project.

The firm recognizes that the complex and multi-disciplinary nature of most M&A transactions requires an interdisciplinary approach ensuring client access to a comprehensive range of legal services. JT&N emphasizes a cross-discipline team approach that incorporates the expertise of our tax, finance, antitrust, intellectual property, IT, litigation and labor law lawyers into any M&A transaction requiring such advice. Our clients also benefit from our PRC regulatory expertise, including significant experience dealing with, among others, the China Securities Regulatory Commission (CSRC), China Bank Regulatory Commission (CBRC) and China Insurance Regulatory Commission (CIRC), the Ministry of Commerce, Ministry of Culture, the PRC Press and Publication Administration and the State Administration of Radio, Film and Television. JT&N’s strong relationships with PRC government ministries, agencies and departments responsible for M&A-related laws and regulations reinforce the firm’s ability to meet the needs of clients.

The types of M&A matters in which JT&N lawyers engage cover the full spectrum, including:
  • Advance preparation for prospective targets
  • Asset sales and purchases
  • Corporate governance advice
  • General corporate counseling
  • Joint ventures
  • Private equity
  • Recapitalizations
  • Spin-offs
  • Stock sales and purchase offers

The broad diversification of the firm's work in a multiplicity of practice areas enables us to provide our clients with coordinated legal advice in many areas of the law. It is not unusual for a single M&A transaction to require expert legal advice from a number of other practices, including:
  • Antitrust
  • Banking and Finance
  • Foreign Ownership Regulations
  • Directors' Duties and Responsibilities
  • Labor Law and Employee Benefits
  • Intellectual Property
  • International Trade
  • Labor and Employment Litigation
  • Real Estate
  • Restructuring and Bankruptcy Reorganization
  • Securities
  • Tax
  • Telecommunications

Selected M&A Transactions
  • Representation of Deutsche Telecom in the 2007 merger of two of its wholly-owned subsidiaries in the PRC; the merger entailed the transfer of assets and liabilities as well as employees and business contracts, devising the most tax-favorable structure for the transaction, and obtaining government approvals at various levels for multiple steps of the merger

  • Representation of a major Asian corporation in its RMB 900 million acquisition of an absolute majority stake of a PRC State-owned heavy industry company and certain affiliated assets (including real property and equipment)through public bidding

  • Representation of a leading Asian corporation in acquiring the majority of the shares of a PRC State-owned company

  • Representation of China Lucky Group in the landmark 2003 US$200 million acquisition of 20% of its equity by Eastman Kodak Corporation. This first-of-its-kind transaction was unique for the broad scope of the technological cooperation between Kodak and China Lucky, and the JT&N team included attorneys from the firm’s M&A, securities, corporate, IP, foreign investment, anti-trust, and tax practice areas, as well as JT&N’s state-owned asset experts

Restructuring and Recapitalization

JT&N represents a broad range of clients in various types of restructurings and recapitalizations. A continuing aspect of today's M&A activity is the focus on internal corporate restructurings, including spin-offs and split-offs, and other techniques for refocusing value. We have significant experience in this area, bringing to bear the firm’s knowledge in tax, employee benefits, banking and finance, and other practice areas critical to such transactions. We are experts in corporate liquidation and dissolution and excel at providing constructive solutions to financial clients in projects involving the restructuring of debtor companies.

JT&N was among the first PRC law firms to be approved to represent clients in transactions involving state-owned assets. We have honed a practical, knowledgeable and creative approach to transactions involving State-owned assets, and the legal issues surrounding corporate restructuring, recapitalization, transformation, merger and acquisition with respect to State-owned enterprises (SOEs).

Distressed Assets

JT&N also has a substantial background in representing clients in connection with acquisitions of financially troubled companies or their operations or assets. These transactions may be pursued within or outside the State-owned assets restructuring framework. The blending of our M&A practice with the firm's expertise in restructuring, bankruptcy and reorganization is often critical to the success of these transactions.