Corporate and M&A

The Corporate and M&A Practice Group stands as a cornerstone practice area within Dacheng, offering a breadth of comprehensive corporate legal services tailored to meet the evolving needs of our clients across various sectors. Our approach is rooted in a deep understanding of both domestic and foreign laws, regulations and policy procedures, and we have a particular focus on M&A.


In recent years, Dacheng has represented numerous well-known domestic and foreign clients in navigating complex transactions, including M&A, restructuring, mixed ownership reform and cross-border acquisitions of large enterprises and listed companies. With extensive experience, a nuanced understanding of the application of laws and regulatory environment as well as a comprehensive grasp of business, sectors, taxation and finance, our professionals have served as principal lawyers in many large domestic and foreign transaction projects, successfully guiding clients through the complexities of these deals. Dacheng has participated in various domestic and cross-border M&As, spanning sectors including finance, manufacturing, real estate, high-tech, infrastructure, electronics, healthcare and services. Especially, our lawyers excel in helping the clients resolve issues and close deals in complex legal and regulatory environments. For many complex M&As with large amounts, Dacheng has received high recognition from clients for its effective teamwork, great diligence and responsible attitude.


Our lawyers have cultivated strong relationships with relevant regulatory agencies and have been invited to participate in many legislative investigations and research in M&A. Dacheng has also built friendly working relationships with domestic and foreign investment banks, accounting firms, evaluation agencies and other institutions.


Our strengths


In-depth research and interpretation:
Dacheng actively participates in the development of corporate and M&A practice, publishes practical research articles on various professional issues and participates in discussions on hot topics, providing relevant advice for clients. Our elite lawyers are active in related events and forums, sharing their understanding of trends in corporate and M&A businesses and discussion on cutting-edge issues.


Dacheng has participated in the drafting, consultation, revision and recommendation for the following laws, regulations, rules and regulatory documents, including the Company Law of the People's Republic of China, Securities Law of the People's Republic of China, Opinions on Regulating the Reform of State-owned Enterprises, Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises, Provisional Measures for the Management of the Transfer of the State-owned Property Right of Enterprises, Opinions on the Implementation of the Pilot Program of Law Firms Intervening in Legal Affairs Related to Property Right of State Assets, Working Rules for the Mediation and Handling of Disputes Over the Property Right of State Assets of Enterprises, Guiding Opinions of the Pilot Program of Law Firms Intervening in Legal Affairs Related to State-owned Land Property Rights,and Measures for the Licensing of State-Owned Assets of Enterprises. In addition, Dacheng has led the development of eight business guidelines, including the Guidance for Lawyers of All China Lawyers Association on Undertaking the Reconstructing of State-owned Enterprises and Related Corporate Governance Services, which have been reviewed and approved by All China Lawyers Association.


Dacheng has led the making of Operational Guidelines for Lawyers of All China Lawyers Association on Undertaking the Reconstructing of State-owned Enterprises and Related Corporate Governance Services (issued by All China Lawyers Association) and has compiled 100 Questions on the Reform of Collectively Owned Businesses Operated by State-owned Enterprises, 100 Questions on the Reform and Distribution of Enterprises, Operational Guide for the Restructuring and Listing of Enterprises, Interpretation of the Company Law of the People's Republic of China, 100 Questions on the New Company Law of the People's Republic of China, Interpretation of the Partnership Enterprise Law of the People's Republic of China, 100 Questions on the New Partnership Enterprise Law of the People's Republic of China, Interpretation of Business Bankruptcy Law of the People's Republic of China, Talk on of Business Bankruptcy Law of the People's Republic of China, 100 Questions on the New Business Bankruptcy Law of the People's Republic of China, Legal Report on the Reform of State-Owned Enterprises, 100 Questions on Standardized Restructuring and Property Rights Transactions, Practice of Enterprise Legal Risk Management, Standardized Design of Operator Stock Ownership and Stock Option Plans, Rules of Employee Stock Ownership and Lead Coordinating Lawyer, Legal Practice of Venture Capital, Guidance for Lawyers Handling Venture Capital and Equity Incentive Cases, Legal Analysis of Typical Investment and Merger Cases, System of Employee Stock Ownership, Equity Incentives and Lead Coordinating Lawyer, Private Wealth and Equity Disputes (Revision), Judicial Rules on Bankruptcy Litigation Cases and Practice for Administrators, Practice of Defense in Fraud Cases, Practical on Corporate Crime, Interpretation and Application of Judicial Rules in Banking Disputes, Comparison and Interpretation of Civil Code of the People's Republic of China, Looking Back: Review and Analysis of Typical Cases in Construction, Engineering and Real Estate, Legal Practice and Case Analysis of Real Estate, Guidance for Resolving Disputes over Construction Period and Guidance on Legal Due Diligence etc.


Wide range of services and clients:
We serve a wide range of clients in different industries, including but not limited to finance, insurance, asset management, automobile and aircraft manufacturing, real estate, healthcare, energy, financial technology, retail (including luxury goods and fashion), TMT, culture, film, television entertainment and sports, transportation and infrastructure, hospitality, environmental protection, education and consultation.


Comprehensive services:
The professional and high-quality legal services provided by our teams assist foreign investors in establishing joint ventures or wholly owned enterprises in China, M&As of domestic enterprises or assets, reorganizing foreign-funded enterprises and providing comprehensive legal services for foreign investment projects in China. Our teams also assist Chinese enterprises (especially large and medium-sized state-owned enterprises) in carrying out various investment projects such as M&A and reorganization both at home and abroad. The legal services we provide include due diligence, project planning, legal document drafting and business negotiation, etc.


Global experience:
Our lawyers have extensive experience in cross-border cases, such as domestic investment, overseas investment, greenfield investment and cross-border M&A, etc. With the help of Dacheng's global service network, our lawyers can quickly find the right foreign lawyers to provide valuable services for our clients.


Beyond lawyers, we are your business partners:
Our teams possess excellent professional skills and can assist clients in estimating the situation and promptly making effective responses on their behalf. By doing so, we help clients make advantageous business decisions and achieve success.

Practice Areas and Services

Our services in M&A cover a wide range of transactions and the entire process, including M&A of general asset or equity, foreign capital, particularly the M&A and major reorganization of listed companies. Moreover, we also provide investment and acquisition services of private equity investment funds and M&A funds, acquisition and restructuring of bankrupt or liquidated enterprises as well as investment, acquisition and control competitions for listed companies and companies on NEEQ, and cross-border investment and acquisition. By understanding the main businesses, management system and governance structure, we summarize the legal risks and develop comprehensive risk management solutions that can incorporate the material and daily operation and management of clients. Our legal teams also have extensive experience in handling various litigation, non-litigation, arbitration and other disputes arising from investments, M&A and stock rights transfer, etc.


Types of Business:

  • Preparation, establishment, and capital increase of corporates, partnerships, funds etc.

  • Handling merger, separation, reorganization, liquidation and other related matters for enterprises

  • Property rights definition and corporate restructuring of SOEs and collective enterprises

  • Restructuring and establishment of joint-stock companies

  • M&A

  • Financing for acquisition

  • Comprehensive planning and management of corporate control competitions

  • Corporate claims and debts restructuring, liquidation and realization

  • Disposal, integration and M&A of non-performing assets 

  • Equity or asset replacement

  • Corporate asset and equity custody

  • Arrangement of executive compensation and employee incentive 

  • Tax planning and insurance arrangement for enterprises

  • Standardization of labor contract and employee placement

  • Strategic decision-making, capital operation, project planning and partnership system design for enterprises

  • Governance and succession strategic planning for family businesses

  • System building of comprehensive legal risk prevention and control for enterprises

  • Privacy and data security, including corporate privacy and information policies, and cross-border transmission of data etc.

  • Perennial legal counsel


Responsibilities:

  • Conducting due diligence

  • Transaction structure designing, consultation on transaction-related matters and commercial negotiations

  • Drafting, revising, and negotiating transaction documents

  • Making articles of association and governance rules

  • Consultation on responsibilities, compensation and insurance of board directors and executives

  • Assisting in shareholder rights protection, controversial board meetings, shareholder meetings and election procedures

  • Assisting in handling market regulatory investigations and related procedural matters

  • Consultation on stock rights transfer agreement, including reverse due diligence on acquirers

  • Assisting clients in obtaining approvals required for transactions and providing legal opinions when necessary

  • Assisting listed companies in necessary information disclosure and providing professional legal opinions

  • Consultation on labor and personnel management and assisting in making regulations and policies

  • Providing comprehensive legal advice on tax, IP, labor, foreign exchange, customs and other issues involved in transactions

  • Evaluating and assisting companies in making antitrust declaration

  • Review of contracts and legal documents in the daily operation of enterprises

  • Advice on the integration of transaction in the period of transition and upon delivery


Honors and Awards
Relevant Articles
Media Commentaries

Dacheng Law Offices is a highly reputed outfit with a full-service offering that complements its expertise in M&A transactions. The firm is active on both domestic transactions and outbound investments, representing both private companies and SOEs. It is also able to assist with joint ventures, capital raisings and setting up new business operations, leveraging its network across China. Its clientele includes Foxconn, China Three Gorges and China Eastern Airlines Corporation.


——Chambers Greater China Region Guide 2024

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