Investing in Mergers and Acquisitions and Private Equity Funds
1. The establishment of the company and the establishment of the governance structure: including the establishment of limited liability companies, joint stock limited companies and partnership enterprises; Participate in investment scheme design and equity structure design, participate in company formation negotiation, prepare company formation contract, sponsor agreement and articles of association, and handle company registration procedures, etc.
2. Assist in designing various equity incentive schemes, employee stock ownership plans (such as equity appreciation rights plan, virtual stock plan, stock option, etc.), designing stock pool plan, proxy holding plan and shareholding enterprise structure, etc., and drafting various basic systems such as authorization agreement, etc., such as executive (or employee) shareholding agreement, grant system, assessment system and exercise system.
3. Corporate financing: various forms of corporate debt financing such as borrowing, issuing various types of bonds and financial leasing, introducing various forms of equity financing such as venture capital, private equity fund, strategic investment and foreign investment, assisting in designing or demonstrating financing schemes, assisting in reviewing or drafting various financing documents, and assisting or guiding due diligence of investors.
4. Merger, acquisition and asset restructuring, including separation, capital structure adjustment and other restructuring transactions, strategic investment, etc.: Participate in the scheme design of equity acquisition or asset acquisition, and conduct due diligence on any property rights, creditor's rights and debts involved in merger and acquisition; Provide legal advice on investment, securities, asset appraisal, foreign exchange, taxation and litigation involved in acquisition and merger, and issue legal opinions; Participate in commercial negotiations and make legal documents such as agreements and contracts; Assist customers to apply for and obtain the approval and registration procedures of relevant mergers and acquisitions by government departments.
5. Company equity transfer and pledge: Participate in the design of company equity transfer and pledge scheme, participate in commercial negotiation, prepare equity transfer and pledge documents, and go through the company change registration procedures, etc.
6. Provide comprehensive and whole-process legal services for the fundraising, investment, management and withdrawal of private equity funds, including but not limited to the establishment of sponsors of fund management companies, the design or demonstration of fundraising plans, issuing legal opinions for the registration and major changes of private equity fund managers, drafting all legal documents required for the establishment and recruitment of private equity funds, conducting legal due diligence on investment projects, drafting investment agreements, capital increase agreements and supplementary agreements, articles of association of target companies, assisting in designing or demonstrating withdrawal plans and preparing relevant legal documents, etc.
7. Issuance or additional issuance and listing of the company's securities: participate in the design of the stock issuance and listing plan; Issue lawyer's legal opinions and lawyer's verification records for stock issuers, convertible bond issuers and securities investment fund promoters; Making verification records and legal opinions for securities underwriting institutions to engage in issuance and allotment business.
8. Debt restructuring, bankruptcy and liquidation: providing creditors with legal advice on bankruptcy; Participate in negotiations between creditors and debtors; Attend the company restructuring meeting and carry out necessary due diligence; Prepare legal documents, including restructuring agreement, debt agreement, settlement agreement, bankruptcy application, consent letter, waiver, board resolution, authorization letter and corporate governance documents; Assist in obtaining the consent and waiver of the third party; Attend creditors' meeting or liquidation group meeting; Put forward legal opinions on any problems in the liquidation, evaluation, treatment and distribution of the debtor's bankruptcy property; Participate in litigation or arbitration and enforcement procedures.
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