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What Main Protective Measures Will Be Applied to Creditor in Merge and Acquisition?

2015-04-20


Legal obligation inheriting of rights and obligor are different according to merge and acquisition methods. Protecting benefit of creditor and domestic employees;  1. For an equity- based takeover by a foreign investor, the foreign -invested enterprise established after takeover shall succeed to the credits and debts of the domestic company it mergers or acquires. 2. For an asset - based takeover by a foreign investor, the domestic enterprise which sells its assets shall undertake its former credits and debts. The foreign investor, the domestic enterprise to be taken over, the creditors and other parties concerned may enter into a separate agreement on the disposal of the credits and debts of the domestic enterprise to be taken over, provided that this agreement shall not impair the interests of any third party or public interests. An agreement on the disposal of credits and debts shall be submitted to the examination and approval organ. 3. A domestic enterprise to sell assets shall, not later than 15 days before the investor submits the application documents to the examination and approval organ, send a notice to the creditors and shall publish an announcement on a provincial newspaper or above, which is circulated nationwide, while it is not required to implement procedural prerequisite of notifying creditor in an equity- based takeover. As to announcing and notifying to creditor, there is no specific regulation on Provisions on the Takeover of Domestic Enterprises by Foreign Investors, so it shall be issued in the registration administrative organ and other relevant organs.