M&A

What differentiates Sidley’s M&A practice from that of other leading “M&A law firms” is that we are a full-service firm with experienced lawyers in numerous practice areas that complement and enhance our deal experience. For example, we have top-ranked practices in areas as diverse as healthcare, life sciences, insurance, real estate, hedge funds, REITs, telecommunications, energy, trade and WTO rules, U.S. antitrust and EU competition, and labor and employment law, as well as corporate governance, executive compensation, ERISA and Federal, state and many foreign tax practices. We also draw upon and work closely with lawyers in our top-ranked M&A litigation practice. 

Unlike a lot of firms that simply assign junior corporate lawyers to large due diligence exercises, we are able to deploy lawyers well versed in the legal aspects of an acquisition target’s businesses to assist our M&A lawyers in analyzing those businesses. Moreover, these Sidley lawyers assist our corporate lawyers in drafting and negotiating the specialized representations and covenants that distinguish the appropriate transaction agreement from the typical form agreement for a standard “widget” company - because there are very few standard “widget” companies out there. Few law firms have the breadth and depth of resources that we make available to our M&A clients. 

In the Asia Pacific region, we have 70 lawyers practicing M&A across our five offices in Hong Kong, Singapore, Beijing, Sydney and Tokyo. Since 2014, the team has completed 50 M&A deals, with an aggregate value of more than US$17 billion. Such transactions have been completed not only within the region, such as between China, Hong Kong, Singapore, Japan, Indonesia, India and Australia, but in addition, we regularly work on cross-border transactions involving buyers, sellers or other parties outside the region, often collaborating with colleagues from our U.S. and European offices. Some of our lawyers also have extensive experience in the Middle East, Mongolia and other emerging markets.

Our M&A clients range from multinational corporations to financial institutions to state-owned enterprises. From a sector perspective, we advise our clients in the following industries: energy, life sciences, real estate, consumer products, manufacturing, transportation and logistics, technology, media and telecoms, financial services and insurance, and metals and mining.

Sidley’s M&A practice and its lawyers in the Asia Pacific region are recognized as leaders in the field by all the well-regarded legal directories, such as Chambers Asia Pacific, Asia Pacific Legal 500 and IFLR 1000.

Combined with the multi-jurisdictional skills of our lawyers in Sidley’s global network of offices, we are well positioned to represent clients with respect to acquiring minority and majority interests in business entities in and outside of the China region. Our clients include large and small corporations in various industries such as financial services, life sciences, real estate, energy and natural resources, metals, telecommunications, transportation, technology, infrastructure, chemicals, consumer products, food/beverage and media.

We assist our clients in all aspects of M&A, including:

• due diligence; 
• regulatory issues; 
• tender offers; 
• corporate separations (spin-offs); 
• negotiated and unsolicited transactions; 
• transactions involving “troubled” companies; 
• structuring and negotiating acquisitions, divestitures, joint ventures, strategic alliances, strategic stake acquisitions and sales and privatizations; 
• public company acquisitions and “mergers of equals”; and 
• financings, including through banks, the capital markets and financial sponsors, such as private equity and hedge funds.

Given the key role lawyers play in structuring business transactions, much of our work in this area involves structuring, planning and negotiating the approach with the deal team, in addition to customary legal analysis and drafting. We also assist our clients in China on post-M&A matters, including licenses, distribution, labor and tax.

We are consistently listed by the major, independent legal directories as one of the recommended firms for M&A in China and several of our lawyers are ranked as leading individuals for M&A.

Professionals in our China offices have worked on a comprehensive range of corporate matters in China, including:

• establishing equity and co-operative joint ventures (JV), wholly foreign-owned enterprises (WFOE), holding companies and representative offices; 
• handling mergers, acquisitions, restructurings, divestitures and liquidations of foreign-invested enterprises (FIE); 
• consulting on all stages of FIE investments, including the evaluation and selection of appropriate commercial vehicles, performing due diligence, drafting contracts in Chinese and English, negotiating with JV partners, communicating with Chinese government officials, effecting registrations and procuring government permits and approvals; and 
• handling contractual, licensing and intellectual property rights, tax, foreign exchange, labor, land use rights and regulatory matters and other special issues that arise alongside the establishment, restructuring, dissolution and liquidation of an FIE in China.