Business Sectors:

M&A and restructuring

Taxation and compliance

Investment and financing

Fund and finance

Equity incentive

Details:

Department Introduction:

The Investment and M&A Department is a legal service department of Shanghai Yingdong Law Firm which is focused on strategic restructuring, commercial operation and capital market. The members of the Department have inter-disciplinary professional knowledge and education background, and are able to precisely understand clients’ business objectives and strategies based on in-depth industry research, and assist clients in planning and implementing all-round and multi-dimensional legal service solutions from the birth of a business to its rapid growth until development into a top business in the industry.

The Investment and M&A Department of Shanghai Yingdong Law Firm is especially good at providing clients with real estate investment, restructuring, debt financing, equity financing and tax planning services, and providing scheme design, tax planning, due diligence, commercial negotiation, project control, and communication and coordination of domestic and foreign legal affairs for all kinds of integrated investment and financing projects in and outside of China to assist clients to realize their business visions. We deeply understand the current regulatory trends and economic environment of the capital market, and have gained a lot of experience in corporate compliance risk management and investment and M&A project control to help businesses move forward smoothly and successfully. 

Business Sectors:

M&A and restructuring

The Department is able to provide comprehensive services to accommodate tax planning, process control and other needs related to equity acquisition, asset acquisition and business acquisition, including debt-assumed acquisition, as well as internal reorganization of corporate group, corporate merger and division, capital reduction, write-off and divestiture, and other significant operations in the course of M&A and acquisition according to the special requirements of each industry and depending on all-round educational background in finance, taxation and law. In particular, the Department provides legal services throughout the legal due diligence, transaction proposal development, on-site negotiation, drafting of special legal research report and transaction documents, and closing assistance in the said operations. Moreover, the Department is acquainted with State-owned business restructuring, listing and sale of assets or property rights, and legal services for cross-border investment in China (including ODI).

Taxation and compliance

The Department provides tax optimization solutions in special service areas such as investment, M&A, restructuring and equity incentive; tax risk identification, management and training in the operation of group companies; identification and prevention of fraudulent VAT invoice issuance; and representation in tax-related litigation. The Department uses its experience in capital market business to guarantee compliant operation of enterprises at each stage of development and balance compliance risks, compliance costs and needs of each stage of business development, and provides a package of compliance advice with a combination of law, commerce, taxation and regulation.

Investment and financing

With respect to domestic investment and financing, the Department has been providing clients with legal services in connection with deal structuring, feasibility study of transaction plans, financing planning, IPO counseling, corporate bond issuance and listing, and other aspects of capital market investment and financing, including but not limited to legal consulting and issuance of legal research reports and professional legal opinions in each field.

Moreover, we can fully meet the needs of our clients’ cross-border investment and financing business by providing the following legal services: cross-border investment, cross-border loans, integration or joint venture of global industry chain, VIE structure building, splitting and regression, offshore company establishment, etc.

Fund

The Department serves all kinds of private equity fund managers by issuing legal opinions for fund establishment and qualification application on the basis of due diligence and compliance rectification, providing comprehensive legal services for product sale and fundraising, registration, fund custody, post-investment management, liquidation and exit of private equity funds, and issuing legal opinions and relevant transaction documents to accommodate specific needs.

Equity incentive

The Department deeply understands each client’s industry, profiting method, strategic planning and other basic information by conducting in-depth interviews with its founders, actual controller and executives, and assists clients to formulate equity incentive plans that are aligned with their development and capable of being implemented, including establishment of external partner systems, impact of offline to online business adjustment on choice of partnership system, and whole-process employee incentive services (internal interview, consulting on incentive index selection, consulting on incentive plans, formulation and implementation of incentive plans, etc.) for companies at different stages of development (start-up, post-financing, share reform, Pre-IPO, etc.)

Typical Cases:

M&A and restructuring

Providing an enterprise with whole-process legal services in acquiring warehousing properties in several port cities of China by different means such as debt-assumed equity acquisition, asset acquisition and participation in bankruptcy reorganization, and in its strategic cooperation with globally leading enterprises such as Shell;

Providing a State-owned asset management company with whole-process legal services in selling over 100 residential houses by listing on the united assets and equity exchange, bidding for equity in a target land parcel, and making a large commercial real estate deal;

Providing a State-owned logistics company with whole-process legal services in its major debt restructuring of over one billion RMB;

Providing an offshore company with legal services in acquiring an international logistics company and a few of its vessels and assets for international shipping;

Providing a foreign-owned cloud computing company and its affiliates with legal services in their global debt restructuring in the United States, Hong Kong, the mainland of China and many other locations;

Providing a multinational commercial property developer with legal services in bidding for a land parcel in Shanghai, setting up a project company using RMB obtained in the offshore market to operate the land parcel, and introducing strategic investors in the course of the land parcel operation.

Taxation and compliance

Providing an industrial park with tax planning solutions for divestiture and restructuring to optimize its project transaction proposal;

Providing an industrial enterprise with different ways to deal with plant M&A and restructuring to save tax costs of the deal;

Providing a western construction enterprise with tax advisory services for family wealth inheritance and corporate restructuring;

Providing a construction enterprise with professional advisory services in connection with tax risks of affiliated operation and in tax-related litigation cases;

Providing a real estate development enterprise with tax-related planning solutions in selecting the ways to finance its projects;

Providing deal structure and tax advice for financing of real estate and industrial parks from domestic and offshore funds;

Designing and drafting documents for tax-related transactions for the use right transfer and leasing of a real estate project;

Providing a group company with tax advisory services for its cross-border restructuring;

Assisting a group in merging and acquiring an offshore enterprise to prevent and handle tax risks related to its domestic subsidiaries in China.

Investment and financing

Providing a listed company and its affiliated venture capital institutions with legal services for a number of investments in the field of big data and big culture;

Providing a well-known venture capital institution with legal services for a number of domestic and offshore venture capital projects in the TMT field;

Providing an offshore investment institution with legal services for equity repurchase of its invested VIE projects;

Providing a WeChat user management company with legal services in building the VIE structure and receiving Angel Round, Series Pre-A, A and A+ domestic and offshore investments from a number of well-known investment institutions;

Providing an artificial intelligence company with legal services in obtaining Series A, A+, B and B+ funding from a leading fund;

Providing a medical device enterprise with whole-process legal services to guide its restructuring and application for listing on the STAR Market;

Providing a well-known fund with whole-process legal services for directional issuance of additional shares to a pharmaceutical company on the New OTC Market;

Providing a Main Board Market listed company with whole-process legal services for its cross-border industry chain integration.

Fund and Finance

Providing several strategic funds of a municipal State-owned assets supervision and administration commission with whole-process legal services for foreign investment;

Providing a fund management company of a national industrial park with whole-process legal services for capital reduction and deregistration;

Issuing legal opinions for a State-owned fund management company on change of its actual controller;

Providing a fund management company with legal services for change of its senior management and its risk prevention and control;

Providing legal and commercial advisory services for a number of private equity fund products from creation to registration;

Providing a number of investment management companies with whole-process legal services in applying for registration of private equity fund manager qualification.

Equity incentive

Providing a medical device company with whole-process legal services for its domestic equity incentive plans;

Providing an indoor GPS technology company with whole-process legal services for its domestic equity incentive plans;

Providing a data company with whole-process legal services for its domestic equity incentive plan;

Providing a big data competition company with whole-process legal services for its domestic equity incentive plans;

Providing an experience consulting company and its affiliated companies with whole-process legal services for their domestic equity incentive plans;

Providing a decoration company with advisory services for listing on Shanghai Equity Exchange and employee equity incentive;

Providing an investment company with whole-process legal services for its domestic equity incentive plans;

Providing a consulting company with whole-process legal service for its domestic equity incentive plans;

Providing an e-commerce group with whole-process legal service for its domestic equity incentive plans;

Providing an online movie ticket sales platform with whole-process legal services for its domestic and offshore equity incentive plans.