Mergers & Acquisitions

Our experience in Mergers & Acquisitions (“M&A”) on behalf of both 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 internationally-known public company conglomerates 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 an M&A 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
  • Establish and maintain offshore entities used in the transaction structure, where necessary
  • 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

Due Diligence

For Sellers:

  • Advise on appropriate documentation to provide in response to due diligence requests
  • Prepare data room and counsel on data room procedures for due diligence
  • In a bid situation, prepare uniform bid requirements and 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 legal and commercial 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
  • Liaise and coordinate with client’s financial due diligence team
  • Obtain credit searches, background checks of target company, key executives and major shareholders where necessary

Legal 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 counsel on indemnification claims and facilitate payment of claims out of escrow fund

Foreign Investment 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
  • Respond to enquires 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/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
  • Prepare filings for submission along with required supplemental documentation


  • 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

Client Testimonial

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