Mergers and Acquisitions (M&A)

Mergers and Acquisitions (M&A) are not only an essential component of any thriving economy but also serve as a strategic tool for businesses to restructure and grow sustainably. M&A is the primary method for companies to expand their scale, optimize operations, enhance competitive capabilities, and generate added value for owners and investors. The core principle of M&A is to create superior value for shareholders, with the combined value of the two merged companies being significantly greater than the sum of their individual operations.

BNSG Law’s Mergers and Acquisitions (M&A) Advisory Services

1. Business Valuation Advisory

• Collecting relevant information and assessing appropriate valuation approaches.
• Applying business valuation methods and proposing a price estimate.

2. Advisory on Preparing the Offering Memorandum

• Reviewing the legal status of the business.
• Advising on necessary legal adjustments and corporate compliance to align with applicable regulations.
• Preparing the offering memorandum (information disclosure document) based on collected and provided business materials.

3. M&A Strategy Consulting

• Selecting the appropriate structure (acquisition, sale, or merger).
• Identifying and assessing potential transaction partners.
• Advising on pricing strategies and transaction execution.

4. Contract Negotiation, Drafting, and Implementation Supervision

• Advising on negotiation strategies and drafting agreements in line with both parties’ interests.
• Supervising the implementation of the purchase agreement between the client and strategic investors.
• Advising on post-M&A activities, including corporate restructuring, organizational management, operational strategy, and business development.

5. M&A Documentation Preparation and Government Filings

5.1 Advisory on Merger Procedures

• Advising on the procedures for convening the General Meeting of Shareholders/Members’ Council of each company to approve the merger.
• Advising on the Merger Agreement and related approvals.
• Advising on merger conditions and legal requirements.
• Advising on workforce transition planning.
• Advising on the timeline, procedures, and conditions for transferring assets, equity contributions, shares, and bonds from the merging company to the acquiring company.
• Advising on the duration and steps for executing the merger.
• Assisting in drafting the Articles of Association for the acquiring company.

5.2 Authorized Representation in Merger Proceedings

• Drafting and finalizing merger-related documentation.
• Filing and executing the merger process with the competent government authorities.

6. BNSG Law’s Post-Merger Commitments

• Advising on the preparation of legal documents in compliance with the merger process.
• Providing relevant legal documentation regarding the merger.