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.