M&A and Capital Transfers: Topic Cluster

Mergers and acquisitions (M&A) are transactions combining many areas of law: enterprises, investment, land, labor and tax. This topic cluster gathers ANT Legal’s knowledge and services on M&A, capital transfers and project transfers — from legal due diligence to deal structuring and post-M&A handling.

Where to start

M&A transaction overview: M&A, Capital Transfer and Project Transfer Consultation — M&A forms, the standard process and risks often missed in due diligence;
Project transfer: Project Transfer Consultation — conditions, order and administrative procedures.

Legal due diligence — the decisive step

M&A success depends largely on pre-signing diligence: the target company’s legal standing, asset ownership (especially land), material contracts, tax and social insurance obligations, licenses and latent disputes. Commonly missed risks: tax debts not fully reflected, “change of control” clauses in material contracts, and licenses tied to the old owner that do not transfer automatically.

Deal structures

Common forms: share/capital contribution transfers (the buyer inherits both the company’s assets and obligations); asset purchases (limiting “legacy” risks); mergers, consolidations, divisions and spin-offs under the Law on Enterprises 2020; investment project transfers under Article 46 of the Law on Investment 2020. The transfer agreement must clarify: price and price adjustment mechanisms, conditions precedent, representations and warranties, and indemnity for breach of representations.

M&A and Capital Transfers: Topic Cluster

Where to start

Legal due diligence — the decisive step

Deal structures

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