Mergers and Acquisitions

Our experience in Mergers & Acquisitions (“M&A”) on behalf of both public and private company clients encompasses all aspects of a transaction, from structuring and negotiating initial terms to closing, both on the buy-side and sell-side.

We have represented a wide range of clients in this area - from internationally-known public company conglomerates to small family-run businesses - in short, simple transactions and large, complex deals in the United States, Taiwan and China or encompassing one or more of these and other territories.

We assist with every facet of an M&A transaction:

Deal Structure and Initial Deal Terms

• Advise on transaction structure to maximize economic benefit and minimize tax impact, taking into account the client’s specific financial, commercial and legal limitations
• Establish and maintain offshore entities used in the transaction structure, where necessary
• Advise on financing terms and assist clients to obtain appropriate financing
• Advise on specific legal restraints applicable to each deal, such as relevant securities or stock exchange regulations, fair trade/antitrust issues, foreign investment approvals, corporate procedural issues, and how these variables may impact the timing and structure of the transaction
• Negotiate and draft confidentiality and exclusivity agreements for the parties’ preliminary examination of the deal
• Negotiate deal terms and draft term sheets, letters of intent, memoranda of understanding or framework agreements

Due Diligence

For Sellers:

• Advise on appropriate documentation to provide in response to due diligence requests
• Prepare data room and counsel on data room procedures for due diligence
• In a bid situation, prepare uniform bid requirements and rules for bidders and coordinate uniform responses to bidder enquiries
• Counsel sellers on responses to due diligence enquiries

For Buyers:

• Prepare due diligence requests
• Perform due diligence review of legal documents and advise on important legal and commercial due diligence issues
• Prepare in-depth due diligence report based on review and provide translations of significant corporate documents where necessary
• Assist and advise on interviews of target company’s key management and departments
• Liaise and coordinate with client’s financial due diligence team
• Obtain credit searches, background checks of target company, key executives and major shareholders where necessary

Legal Documentation

• Negotiate and draft the definitive agreement—share purchase agreement, asset purchase agreement, etc.
• Negotiate and draft ancillary agreements, such as shareholders agreements, joint venture agreements, escrow agreements and any side agreements required
• Advise on commercial impact of specific deal terms, such as representations and warranties, indemnification, pre-closing and post-closing covenants, termination conditions

Escrow Arrangements

• Advise on and negotiate escrow terms and draft escrow agreement
• Recommend and coordinate transaction with escrow agent
• Review and counsel on indemnification claims and facilitate payment of claims out of escrow fund

Foreign Investment and Other Special Approvals

• Prepare applications for foreign investment approval from the Investment Commission of Taiwan’s Ministry of Economic Affairs or other required special approvals in the relevant jurisdiction
• Respond to enquires from the Investment Commission (or other governmental agency) and submit supplemental documentation
• Facilitate capital injection verification and payment of securities transaction tax, as required by Taiwanese or other relevant governmental authorities

Fair Trade Law/Antitrust Concerns

• Analyze legal requirements for pre-merger filings or approvals from Taiwan’s Fair Trade Commission or other relevant governmental agency in Taiwan or elsewhere
• Prepare filings for submission along with required supplemental documentation

To download our FAQ for Pre-Merger Notifications for M&A in Taiwan click here

Closing

• Oversee satisfaction of closing conditions and pre-closing covenants, such as board of directors’ changes, shareholders’ and board of directors’ meetings, tendering of shares or proxies, and other deal-specific conditions
• Verification of stock certificates to be transferred and proper endorsements and chops
• Arrange for transfer agent services, where necessary
• Facilitate capital verification upon receipt of purchase funds and payment of securities transaction taxes, as required by Taiwanese or other relevant governmental authorities
• Provide paying agent services for distribution of purchase proceeds to individual shareholders