Practice area
Corporate & Commercial
This is the core corporate work companies rely on — establishing, governing, contracting and financing the business. It covers corporate governance, commercial contracts, mergers and acquisitions, and general corporate advice, together with corporate finance: venture capital and private equity, equity and debt financing, bond issuance, capital markets and structured finance. It includes matters involving state-owned enterprises and financial institutions. The aim is clear, well-documented arrangements — how a company is owned, governed, financed and contracts with others — that hold up when they are tested.
What this area covers
- Corporate governance
- Commercial contracts
- Mergers & acquisitions
- Venture capital & private equity
- Equity & debt financing
- Bond issuance & capital markets
- Structured finance
- State-owned enterprises
- Financial institutions
- General corporate advisory
Common client situations
- Establishing or refining governance — board composition, reserved matters, shareholder arrangements and control mechanisms.
- Negotiating an acquisition, disposal or investment in a PRC company's equity or assets.
- Raising an equity round or negotiating a venture capital or private equity investment.
- Issuing bonds or other debt instruments, or arranging structured financing.
- Preparing or reviewing commercial contracts and ongoing corporate documentation.
- Advising on matters involving a state-owned enterprise or a financial institution.
Types of assistance
- Advising on governance, minority protections, and control of company chops and the legal representative role.
- Advising on transaction and financing structure, and the balance of rights between investors and founders.
- Drafting and negotiating transaction documents, shareholders' and subscription agreements, articles of association and commercial contracts.
- Advising on the PRC-law aspects of bond issuance, capital-markets and structured-finance arrangements.
- Scoping and conducting legal due diligence, and preparing findings.
- Advising on the particular considerations that arise when a state-owned enterprise or financial institution is involved.
Practical considerations
- In the PRC, company chops (seals) and the registered legal representative carry significant practical authority, and their control should be addressed expressly.
- An equity acquisition takes the company with its existing liabilities; an asset acquisition transfers selected assets but may require more consents.
- Investor and minority protections — reserved matters, liquidation preferences and information rights — are easier to secure at the outset than to renegotiate later.
- Registration, foreign-exchange and regulatory steps can affect the timing and feasibility of a financing.
- Transactions involving state-owned enterprises or regulated financial institutions can carry additional approval and procedural requirements.
Representative matters in this area
- Agricultural Technology Company IPO. Advised an agricultural technology company on its corporate restructuring and IPO, including share reform, corporate governance restructuring and related PRC legal matters.
- Consumer Sector IPOs. Currently advising companies in the restaurant, pharmacy retail and cultural industries on proposed domestic IPOs, including corporate restructuring and related PRC legal matters.
- Continuing Debt Capital Markets Practice. Regularly advising financial institutions, state-owned enterprises, local government financing vehicles, investment platforms and other institutional issuers on a broad range of debt capital markets transactions, including medium-term notes, commercial paper, corporate and enterprise bonds, asset-backed securities and other debt financing instruments.
- State-owned Enterprise Transactions. Advising state-owned enterprises and their affiliated financial institutions on capital transactions across the ownership lifecycle, including equity transfers, strategic acquisitions, corporate restructuring, financing and equity incentive schemes.
- Governance and Shareholder Arrangements. Regularly advising companies, founders, controlling shareholders and management teams on corporate governance, shareholder arrangements, ownership structures and transaction execution.
Representative matters are anonymized and provided for general information only. Past experience does not guarantee any particular outcome.