Junzhong provides comprehensive legal services for the establishment, alteration, general legal affairs management, major mergers and reorganization, bankruptcy, liquidation for various companies, and large corporate groups, and provide perennial legal counsel services for the company clients. In recent years, in the process of providing comprehensive legal services, Junzhong lawyers point out the risk of company, and put forward the measures of risk prevention and mitigation, according to the company’s main business, management process, and different risk characteristics, and managed to integrate the measures into general management of enterprise. From this, it formed an innovative legal service product of maximum reducing the legal risks, and constructing a system of legal risk prevention and controlling for enterprise.
The main legal services provided by Junzhong in this area include:
(一) The establishment of company and perfection of management structure
Including but not limited to:
1.The establishment of limited liability Company, and incorporated company:
Participate in the scheme design, incorporation negotiations, make company promoters’ agreement, articles of association, and conduct company registration procedures, etc.
2.Witness the plenary meeting of company shareholders;
3.Planning corporate ownership structure, corporate governance structure, and stock option system;
4. Served as legal counsel for the company, assist the company to standardize the governance structure, and make legal advice to the plenary meeting of company shareholders, review and revise the legal documents with information disclosure of listed companies;
5.Design schemes for the company on stock options, management buy-out (MBO), and employee stock ownership plans, etc.
(二) Restructuring of company share-holding system
Including but not limited to:
1.Participate in the design of restructuring programs, take part in the related negotiations for company restructuring, make company promoters’ agreement, articles of association, and conduct the company registration procedures;
2.Investigate, standardize, and adjust company debts and creditor’s rights, industrial property rights, taxation, environmental protection, independent, business, property, related transactions, horizontal competition, senior management personnel, organization and etc.
(三) Mergers, acquisitions, and reorganization of assets
Including but not limited to:
1.Participate in the company merger, split-up, capital adjustment and other reorganization transactions, strategic investment, etc.
2.Participate in the design of acquisition and assets purchasing programs, make investigations for any property rights, debts and creditor’s rights involved in mergers and acquisitions;
3.Provide legal advisory service and make legal advice for investment, securities, assets assessment, foreign exchange, taxation, and litigation involved in mergers and acquisitions;
4.Take part in relevant negotiations, and make agreement, contract and other legal documents;
5.Assist client to apply for and obtain relevant approval and registration procedures for mergers and acquisitions from the government department.
(四)Transfer, pledge and acquisition of company shares
Including but not limited to:
1.Participate in the design of transfer and pledge schemes of company shares, take part in the negotiations, making transfer and pledge documents, and go through relevant registration procedures;
2.Provide legal services for company’s stock repurchase, carve-out, equity commission business, equity trust, etc.
3.Provide legal services for company’s equity transfer, transfer of state-owned shares, make legal advice, and assist in drafting relevant legal documents;
4. Help clients to improve prevention strategy in anti-merger business, and make strategies against mergers and acquisitions.
(五)Debt restructuring, bankruptcy and liquidation
Including but not limited to:
1. Provide legal advisory service to creditors about bankruptcy;
2.Take part in the negotiations between the creditor and the debtor;
3.Make relevant legal documents, including restructuring agreement, debt agreement, settlement agreement, bankruptcy application, consent, waiver, the agreement of board of directors, authorization and corporate governance documents, etc.
4.Provide legal advice for matters in the process of liquidation, assessment, treatment, and distribution of the debtor’s property;