Mergers & Acquisitions
Pamir Law Group’s experience in Mergers & Acquisitions (“M&A”) on behalf of top 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 top internationally-known public company conglomerates to private equity groups 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.
- Advise on offshore holding company structures, transfer pricing issues and reduction of tax withholding and royalty pursuant to applicable tax treaties.
- 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, as well as definitive stock purchase, asset purchase or merger agreements.
- Advise on appropriate documentation to provide in response to due diligence requests.
- Prepare data room (secure online or traditional physical data room) and counsel on data room procedures for due diligence.
- In a bid situation, prepare uniform bid requirements, rules for bidders and coordinate uniform responses to bidder enquiries.
- Counsel sellers on responses to due diligence enquiries.
- Prepare due diligence requests.
- Perform due diligence review of legal documents and advise on important 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.
- Perform “Phase 1 Due Diligence”: Review local and international corruption and compliance, especially with the U.S. Foreign Corrupt Practices Act, including management, financial, third party vendor/supplier, marketing and procurement interviews and questionnaires.
- Liaise and coordinate with client’s commercial, financial environmental and health & safety due diligence team.
- Obtain credit searches, background checks of target company, key executives and major shareholders where necessary.
- 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.
- Advise on and negotiate escrow terms and draft escrow agreement.
- Recommend and coordinate transaction with escrow agent.
- Review and advise on indemnification claims and facilitate payment of claims out of escrow fund.
Foreign Investment Approval, Compliance with China’s M&A Regulations 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.
- Advise on applicability and compliance with China’s M&A Regulations for the transaction.
- Respond to enquiries 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, Chinese Anti-Monopoly Law and 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.
- Advise on compliance with Anti-Monopoly Law or Fair Trade Law.
- Prepare filings for submission along with required supplemental documentation.
- 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.
Corporate Advisory Services Pre- and Post-Closing for China and Taiwan
- Advise on assorted operations issues
- Advise on related party and affiliate transactions
- Advise on corporate governance issues
- Analyze contingent liabilities
- Advise on labor management, transfer and benefit matters
- Advise on tax and regulatory matters