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 a Mergers & Acquisitions 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.
Due Diligence
For sellers:
- 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.
For buyers:
- 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.
Deal 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 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.
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.
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