一直以来，并购业务都是律师众多执业领域中重要的一部分。今年的ALB China十五佳并购律师榜单再次呈现了市场上顶尖的并购律师，他们拥有扎实的专业能力、亮眼的并购业绩、强大的商业头脑，以及提供创造性法律服务解决方案的能力。
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获奖名单按律师姓氏首字母排序 Winners are listed in alphabetical order. |
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Cheng Shoutai Charles Ching Fan Zhaoxia Guo Shifang Hao Han Hu Xiaohua Jiang Mengbi Li Shoushuang Daniel Lee Pan Xinggao Ren Yanling Tang Zhihua Xue Fang Zhang Jianwei Zheng Xiaodong |
2020年的最后一个月，《亚洲法律杂志》开启了新一年度“十五佳并购律师”的评选，这次评选的标准之一，即考察律师们在过去12个月中所参与的重大交易。然而对于并购律师来说，提交一份2020全年的成绩单并不容易。
这一年，受疫情、经济下行和地缘政治等因素影响，并购交易发生了许多变化，甚至有并购律师不得不转变了自己擅长的执业方向。因此，和在疫情大背景下评选出的许多榜单一样，这一年度的并购榜单不仅呈现出律师高超的执业技能，也凸显出那些面对变化，保持了灵活性和坚韧度的佼佼者。
过去几个月，市场调研机构纷纷发布了2020年全球并购市场报告。根据Mergermarket，2020年，除亚洲和欧洲外，其他地区的并购交易都出现了大幅降低，或和2019年基本持平。在全球范围内，2020年最活跃的并购板块分别为TMT（交易额增长56.8%）、能源矿业和公共事业（交易额增长3.8%），以及工业与化学品（交易额反而下降了27.1%）。
私募基金在并购市场的表现依然强劲：2020年，私募基金公司在全球参与了3509项交易，花掉了6087亿美金，投资额同比上升3.3%。私募基金公司在过去一年中持续投资创新科技板块，并尤为关注医药及生物科技领域。
在略显颓势的大背景中，亚太地区2020年在并购领域的表现可谓突出。根据Mergermarket，亚太地区（不包括日本）2020年并购交易额同比增长26.1%。虽然受旅行限制影响，出境并购下降了24.4%，但入境并购增长了10.3%。在行业层面，能源矿业和公共事业表现最突出，同比增长了176.8%。
而中国又是这一地区“皇冠上的珍珠”。2020年，大中华地区并购交易总额占亚太地区总交易额的六成以上，亚太交易额排名前五的并购交易全部发生在中国。谈及过去一年中国并购交易的特点，Mergermarket指出：虽然出境并购被监管和地缘政治因素严重削弱，中国“正致力于进行体量巨大的经济重组，以实现更加市场化的经济体系，同时增加外资数量及利用效率，从而面对与美国经济脱钩可能带来的威胁”。
史密夫斐尔律师事务所在近期发布的一份并购报告中也指出，外商投资和国内经济转型是2020年中国并购交易的主要驱动因素。其中“外商直接投资实现了6.4%的增长……伴随中国刺激国内经济和升级产业的需求，国内交易及重组也成为并购活动的主要驱动力”。该份报告也指出，2020年中国最活跃的并购板块为TMT、工业、金融，以及能源。
业务变化
受益于过去一年中国并购活动的相对活跃，部分并购律师的业务得以顺延过去几年的态势，例如通商律师事务所合伙人潘兴高律师告诉ALB，2020年他“所从事的并购项目业务量明显多于往年，较大规模和较大影响力的就有5单以上”，且相关并购业务类型十分丰富，涉及“非上市公司控股权并购重组、跨境投资并购、上市公司重组上市、A+H股上市公司国有控股权划转、上市公司股份协议转让、公司破产重整投资等”。
竞天公诚律师事务所合伙人李卓儒律师则从跨境与国内并购两个角度分享了他在2020年所感受到的业务变化。“跨国并购因受制于美国政府对华投资设限、并购审查趋严等逆全球化贸易政策而难以开展，但人民币并购交易却凭借科技创新鼓励、资本市场改革等政策驱动而稳步走高。过去一年并购交易主要集中在机械制造、IT、生物医疗以及半导体及电子设备等行业，与多项政策所支持的科技创新领域具有高度重合性。”李律师告诉ALB。
在这样的变化下，环球律师事务所合伙人郭仕芳律师在2020年经历了可谓显著的业务转型。郭律师告诉ALB，在“疫情前时代”，她的主要业务领域是跨境并购，尤其侧重于中国企业“走出去”交易。“受疫情影响，2020年我们参与的‘走出去’交易不少是资产在海外，但交易双方都在境内的项目。”她说。
疫情之外，地缘政治状况也增加了跨境并购的难度。首先是投资美国的项目，“2020年起，中资尤其是国企并购美国标的的交易，较难通过美国外国投资委员会（CIFIUS）审查。”郭律师坦言，“我们目前也在帮一些客户做美国并购项目的前期分析，如果客户有国资背景或者标的涉及关键技术和敏感行业，投资决策尤为谨慎。”
此外，中国跨境投资的另一个热门国家——印度的项目也存在一些障碍。她说：“疫情期间印度出台了限制邻国——包括中国投资人赴印投资的政策。根据我们的了解，目前中资赴印投资都要得到印度政府的批准，审批的结果和耗时均存在较大的不确定性，不过近期印度方面也出现松动的趋势，后续的走向还有待进一步观察。”
受制于上述限制，2020年，郭律师的精力更多转向了反弹比较迅速的国内并购交易。“国内交易的时间表会快一点，回顾2020年，总体上我们的业务量还有所增加。”她说。这些交易中比较有代表性的包括协助立讯系做了一系列苹果产业链的整合并购，例如收购台湾纬创旗下的昆山纬新、和讯集团旗下的日铠电脑，以及香港上市公司高伟电子。此外，郭律师团队还代表小米参与了多起小米产业链和生态链的投资并购交易。
“从我们参与的交易看来， 2020年TMT（特别是通信、半导体等高科技领域）、能源矿业等行业确实比较活跃。”郭律师说，“在这些交易中我们的参与程度比较深，贯穿尽调、交易、审批交割等全流程，境内交易普遍时间紧任务重，尤其下半年处于比较忙碌的状态。”
2020年，汉坤律师事务所合伙人唐志华律师参与了多起标志性的私募基金并购项目，其中不乏外国私募基金的入境并购。唐律师告诉ALB：“根据商务部2021年1月20日发布的消息，2020年我国实际使用外资近1万亿元人民币，吸引外资规模创历史新高。由此可见，2020年中国外商投资规模趋于稳定，外国投资者总体上对中国市场依然看好。”
就他所参与的项目而言，“交易的目标公司基本都是从事工业、医疗等新材料和高端制造的跨国公司，几乎没有涉及互联网目标公司的并购，这与国内市场有所不同”。尤其是国际大型PE客户，并购的项目大部分是传统实体产业，聚焦于新材料和高端制造业。这些交易的另一个特点是，“买方非常关注产业的专注度，不追求大而全，基本都是并购一个核心业务，以扩大全球市场的占有率，从而实现盈利能力的增强”。
谈到买方在交易中关注点的变化，唐律师指出：“在我们参与的项目中，除关注并购交易是否会触发垄断申报外，几乎所有买方会关注新冠疫情对公司业务的影响，尤其关注疫情是否会对业务的持续性和稳定性、重大合同的执行、人力资源管理造成实质性不利影响等问题。”
而在国内私募基金并购方面，唐律师说：“我们感觉和国际市场有些类似，主要以VC/PE以及财务投资者为驱动，而且注重在国内的消费品、TMT和医疗等行业。”
新挑战、新要求
谈到过去一年从事并购业务所面临的新挑战，潘兴高律师首先指出了疫情下交流方式的变化。“疫情使我与客户、同行及业界人士见面沟通交流的机会明显减少，开拓新客户的机会也相应减少。”他坦言。因此，他“在深耕为老客户提供服务的基础上，通过线上工具加强与外界交流，争取获取更多业务机会”。
李卓儒律师对此深有同感，他进一步指出了交流方式变化对业务和团队管理产生的具体影响。“2020年上半年疫情最严重的时候，几乎与客户的会议都改为线上，导致律师之前习惯的服务模式产生了颠覆性改变，我们必须尝试将原先所有线下的服务环节调整为线上，包含尽职调查的方式更加仰赖电子形式的文档，与客户的讨论以及新客户的开发都必须更加仰赖电话会议或是视频会议等等。”李律师说，“另外，由于同事都在家办公，我们也调整了律师考核机制，采用更有效率以及科学的方式来管理律师在家工作的效率以及品质，同时加强了线上培训。”
郭仕芳律师面临的压力则主要来自角色的转变和工作量的加剧，以及相应产生的团队管理问题。从跨境并购到国内并购，虽然交易本质变化不大，但“境内项目更具有劳动密集型的特点……例如境外项目中的尽调工作通常会请标的所在地律师处理，我们扮演的角色更多是在交易层面和整体协调，在境内交易中则事无巨细都需要亲力亲为，工作强度显著增加”。
由于国内并购交易对人手需求量更大，郭律师已经“相应扩大了团队规模”。人员增多的同时，团队培养也要同步跟进。2020年，郭律师“花了更多时间和精力在培养团队上，自己以身作则深度参与项目工作，手把手演示和指导团队律师看材料、写文件、改协议、谈判，这样才能切实有效地帮助新人更快地成长”。
此外，作为与客户一起奋战在交易一线的并购律师，2020年，上榜律师也普遍感受到了客户要求的微妙变化。
这样的变化首先体现在客户的心态上。郭仕芳律师说：“2020年很多事情都采取远程方式推进，确实省了很多在途时间，但由于远程联系的即时性和便利性，我们也感觉到客户找律师的频率似乎增多了，相应地我们也要求自己勤向客户汇报，多与他们联系，以弥补不能当面沟通的不足。”
潘兴高律师对此也深有体会。“客户在及时性方面对并购律师提出了更高要求。”他说，“客户需要律师快速优先响应回复，律师因此要更好地平衡手头的多项工作安排。”
潘律师还指出，疫情下，“线上办公、视频会议等措施已然成为工作必备和日常”。而在郭律师看来，技术既带来便利，也产生新问题，例如“使用线上会议系统时往往需要用分享屏幕的方式把工作成果展示出来，为了让线上会议更有效，我们对材料呈现方式做了优化。2020年我特别和团队强调培养presentation（报告）的能力，包括材料的用户友好程度”，她说。
“八面玲珑”
过去一年并购业务的变化也让郭仕芳律师对“律师行业化”产生了深刻感触，这源自她过去一年里所从事业务的特殊性，由于很多交易都与手机产业链相关，“目标公司的业务模式比较类似，也很成熟。做第一个项目时，很多概念我们还不太能理解，后期通过研究和现场调查，对目标公司所处行业和业务模式有了更为深入的了解，也逐渐熟悉了尽调过程中的关注点和交易文件里与该行业相关的特殊安排，后续再做类似项目便能举一反三、得心应手……2020年的经历让我体会到，如果能跟随产业客户深耕某些行业和领域，对于律师和客户来说都可能产生很好的增值效应。”
潘兴高律师则在过去一年中察觉到，“客户要求并购律师专业技术过硬，而且不单局限于法律专业，还要求懂财务、懂业务、懂商业等”。为此，他给自己提出了“积累和加强自身知识储备，密切关注最新法律和政策动态，应对客户需求时，始终从客户利益出发，提出切实可行的解决方案，提供专业、高效、全面的法律服务及相关增值服务”的要求。
作为私募基金并购领域专家，唐志华律师则在过去几年中观察到了客户细微但显著的变化。他说：“我们代表的项目中，竞买（Auction Sale）的交易越来越多。因为存在多个潜在买方同时竞购一个标的，对反馈和反应速度的要求越来越高。同时，律师需要具备商业思维，以帮助客户精准识别风险，并提出具有建设性的解决措施，从而在风险可控的前提下，最终确定具有市场竞争力的投标方案，让客户在众多投标者中脱颖而出。”这种交易方式的变化对律师综合素质提出了极高要求，“尤其是跨境项目，要求国内律师的专业水平和语言能力和国际律所看齐之外，客户还比较关注律师解决实际问题的能力以及响应的速度”，他说。
展望未来
谈到对于自身执业的未来展望，对郭仕芳律师来说，2020年的独特经历反倒成为了非常宝贵的财富，让她能够以新的视角看待所谓的“跨境”和“国内”并购交易，以及对律师的不同要求。
郭律师告诉ALB，过去谈到中国律师的国际化视野，可能更多指的是中国律师在跨境交易中连接中方与外方、打破沟通壁垒的能力，但过去一年的经历告诉她，“即便是传统的国内并购业务，也需要律师具备国际化的视角和服务能力”。例如手机产业链整合并购，“即便从交易角度完全是国内主体之间的交易，但目标公司可能涉及美国实体清单、出口管制，涉军企业等问题“，这些都是前沿的国际化问题，需要中国律师借助跨境业务经验和全球资源，帮助国内投资人判断相关风险、进而做出投资决策并防范相关风险”。
类似的例子还有近年来比较热门的跨境电商业务，“2020年我们代表客户分别投资了两个跨境电商项目，由于目标公司的主体业务在境外，需要律师了解境外不同电商平台的规则、进出口检验检疫法规、业务所在辖区的合规要求和纳税义务等等……这些国内项目其实也涉及到非常复杂的境外法律问题，甚至有一些是全球税务或财务问题”，她说。
这让郭律师有了一个新感触：“无论是跨境并购还是境内交易，都需要律师具备国际化视角和服务能力。”她因此指出，律师需要平时多注意积累和学习，关注国内外立法动向以及时事政治，这些知识储备将来都有可能帮助到客户更好把控交易方向、促进交易达成。
而谈到2021年VC/PE在中国并购市场的表现，唐志华律师指出：“2021开始至今，我们已经和正在处理的几个大型全球并购项目涉及的领域仍然集中在制造业，今年的并购热点或许将继续关注在高端制造、新型材料和高科技领域。在国内，因加强实体经济以及补齐技术短板的导向，高科技和高端制造，如芯片制造等仍会是热门；同时因为疫情的影响，大健康、消费品以及电子商务等线上服务、零售等也会有很多机会。”
在新的一年，并购律师又该如何精进服务？唐律师提出了“法律工匠”的追求。“打个比方，想成为好的服装师，必须在裁领子、缝袖子、绣扣子等各个环节下苦功夫，做到精致。律师执业日趋成熟本质上是经验、能力等各个方面积累的过程。我们平时为很多外资客户处理直接投资和一般公司和商业事务，非常繁杂，但这其实为并购交易积累经验了很多经验，两者所需处理的法律问题是相通的，所以是水到渠成的过程。”
2021 ALB China Top 15 M&A Lawyers
M&A has perhaps always been one of the core practices of modern law firms. This year's ALB China Top 15 M&A Lawyers ranking again showcases the top lawyers in the market who have solid foundation of knowledge and rich practical experience in the field, as well as strong business acumen and creative solutions.
Asian Legal Business launched the 2021 ALB China Top 15 M&A Lawyers ranking survey in the last month of 2020. One of the ranking criteria was how many major transactions the candidate lawyers had participated in over the past 12 months. However, for M&A lawyers, it was no easy task to submit a whole-year report on the transactions performed during 2020.
Given the impact of COVID-19 pandemic, the economic downturn, along with geopolitical events, many changes have taken place in M&A transactions in the past year, and some M&A lawyers even had to change their practice directions. Therefore, like many rankings done in the context of the pandemic, this year's M&A lawyers ranking not only showcases the superb skills of the lawyers, but also highlights the winners who have maintained flexibility and resilience in the face of changes.
Market research institutions started to release their reports on 2020 global M&A market a few months ago. According to Mergermarket, in 2020, M&A transactions in markets other than Asia and Europe saw a sharp decline, or basically remained the same as in 2019. Globally, the most active M&A sectors in 2020 were TMT (with a transaction value growth of 56.8 percent), energy, mining and utilities (with a growth of 3.8 percent), and industrials and chemicals (declined by 27.1 percent).
The private equity funds in the M&A market remained strong in 2020: in total, $608.7 billion was spent by PE firms in 2020 across 3,509 deals, 3.3 percent up on 2019. PE firms have continued to invest in innovative tech-related assets. Technology remained the most active sector for sponsor-led investment, and pharma, medical & biotech was also in the spotlight.
Against the backdrop of a slight decline, the M&A sector in the Asia-Pacific region performed outstandingly in 2020. According to Mergermarket, M&A deals in the Asia-Pacific region (excluding Japan) achieved year-on-year growth of 26.1 percent in 2020. Although the outbound M&As fell by 24.4 percent due to travel restrictions, the inbound M&A deals increased by 10.3 percent. In terms of industries, Energy, Mining & Utilities saw the most remarkable growth, with a year-on-year increase of 176.8 percent.
China is definitely "the jewel in the crown" in this region. Greater China accounted for more than half of all APAC deal activity by volume and over 60 percent by value in 2020, and the top five M&A deals by value in the Asia Pacific region all took place in China. About the characteristics of China's M&A transactions in the past year, Mergermarket points out that although outbound activity was more heavily influenced by regulation and geopolitical events, China "in particular is proceeding with a massive reorganization of its economy towards a more market-oriented system to increase efficiency and attract foreign capital to counter economic decoupling threats from the U.S."
According to a recent M&A activity report by Herbert Smith Freehills, foreign investment and domestic economic reorganization are the main drivers for China's M&A activity in 2020. Among them, "foreign direct investment into China has remained resilient, achieving a 6.4 percent year-on-year growth ... while domestic deals and restructurings have also been driving M&A activity, as China focuses on stimulating its domestic economy and upgrading its industries." The report also points out that the most active M&A sectors in China in 2020 are TMT, industry, finance, and energy.
BUSINESS CHANGES
Thanks to the relatively high M&A activity in China in 2020, some M&A lawyers experienced a continuation of the business trend of the past few years. Pan Xinggao, partner at Commerce & Finance Law Offices, was one of them. He tells ALB that in 2020, he "has done a greater number of M&A cases than that in previous years, at least five of them were larger scales and with greater influence." And those deals were of a large variety, including "mergers and acquisitions of controlling shares of non-listed companies, cross-border investment M&A, reorganization and listing of listed companies, transfer of State-owned controlling rights of A+H listed companies, transfer of shares of listed companies by agreement, the bankruptcy and restructuring of companies, etc."
Daniel Lee, partner at Jingtian & Gongcheng, shares his observations of business changes in 2020 from the perspectives of cross-border and domestic mergers and acquisitions. "Cross-border mergers and acquisitions became rather difficult as the U.S. government imposed new restrictions on investments in China and tightens scrutiny on foreign investments in the U.S., coupled with other anti-globalization trade policies. However, RMB M&A activity has been steadily going up due to the encouragement of technological innovation and the reform of capital market. During the past year, M&A deals mainly took place in the machinery manufacturing, IT, biomedical, semiconductor and electronic equipment industries, which highly coincided with the policy-supported technological innovation sectors," Lee tells ALB.
Some other lawyers went through a remarkable business transformation in 2020. Guo Shifang, partner at Global Law Firm, tells ALB that in the "pre-COVID-19 pandemic era", her main practice area was cross-border M&A, with a particular focus on Chinese companies "going out" projects. But in 2020, "our 'going-out' related transactions were executed in a different way – the parties to the transactions are in China while their assets are overseas," she says.
The COVID-19 pandemic, coupled with geopolitical events, has made it difficult for cross-border M&A. First, it was the investment in the U.S. "It's been extremely difficult for Chinese State-owned enterprises' mergers and acquisitions of U.S. assets to pass CIFIUS review since 2020," Guo says. "We are currently helping some clients to do preliminary analysis of their U.S. projects. But if the clients are State-backed or are involved in sensitive industries such as 5G, communication, and artificial intelligence, we remain extreme caution and prudence with their projects."
India is another popular destination for Chinese enterprises' cross-border investments; but the projects there have also become difficult to proceed with since last year. "During the pandemic, India introduced policies to impose restrictions on investments from neighbouring countries, in particular, those from China. As far as we know, any investment project that fails to keep the M&A shares at less than 10 percent must be subject to approval of the Indian government. It is said that the approval process takes about a year or two. So, it's almost impossible to make investments there," Guo says.
Due to the above restrictions, Guo shifted her practice focus to domestic M&A transactions that have rebounded more quickly. "The timetable for domestic transactions is faster, so looking back on 2020, our business volume has increased in general," she says. Some of the representative cases include representing Luxshare Precision in a series of mergers and acquisitions of Apple's mobile phone industry chain. Furthermore, Guo's team also represented Xiaomi in several mergers and acquisitions, including investment in industrial funds with a large investment amount, and the integration of Xiaomi's ecological chain.
"Industries such as communication, mobile phones, semiconductor, and TMT remain active in general, and we've been deeply involved in deals in those industries, covering the whole process such as due diligence, transactions, and examination and approval. These projects are usually time-critical and heavy in workload. We were quite busy during the second half of the year," Guo says.
Tang Zhihua, partner at Han Kun Law Offices, participated in a number of landmark private equity M&A projects in 2020, including some inbound mergers and acquisitions by foreign private equity funds. "According to a report released by the Ministry of Commerce in January, the actual use of foreign capital in China amounted to nearly RMB 1 trillion in 2020, and the scale of foreign investment attracted has reached a record high. This shows that the scale of foreign investment in China was quite stable in 2020, and foreign investors, in general, remain optimistic about the Chinese market," Tang tells ALB.
As far as the projects he participated in are concerned, "most of the target companies are multinational companies engaged in industry, medical, new materials and high-end manufacturing, and there was almost no merger and acquisition of the Internet companies, which is quite different from the domestic market." Especially for large-scale international PE clients, most of their M&A projects are in traditional industries. Another characteristic of these transactions is that "the buyers are not really attracted to companies that of a large scale or have multiple lines of business, in fact, they value whether the target companies focus on certain industries. The buyer usually acquires a core business of the target company to expand its global market share and enhance its profitability," Tang observes.
Talking about how buyers' focuses have changed, Tang says: "In the projects we've participated in, almost all buyers are concerned about the impact of the COVID-19 pandemic on the target companies' business, in addition to whether M&A transactions will trigger a monopoly declaration. The sustainability and stability of the business, the execution of major contracts, and human resources management are the main areas of concern."
In terms of PE fund M&As in the Chinese domestic market, Tang says: "We feel it is somewhat similar to those in the international market, which were mainly driven by VC/PE and financial investors, with the focus on domestic consumer goods, TMT and medical industries."
NEW DEMANDS, NEW CHALLENGES
In terms of the new challenges facing the M&A business in the past year, Pan points to the changes in the way of communication. "Given the pandemic, we had fewer opportunities to meet in person with our clients, peers and industry players, and therefore fewer opportunities to develop new clients," he admits. He then "started to use online tools to strengthen communication and to seek more business development opportunities."
Lee agrees with Pan, and further points out that how the changes in the way of communication have affected the business and team management. "During the first six months of 2020 when the pandemic was in a very serious situation, we had to work virtually – having almost all meetings with our clients online – which was a disruptive change in the service model that lawyers were used to before. We had to try to provide all services online, for example, we started to use electronic documents more when doing due diligence, and we started to have discussions with clients and do business development through teleconferences or video conferences," Lee says. "In addition, since our colleagues started to work from home, we also adjusted the performance assessment mechanism for lawyers, adopted a more efficient and scientific method to help our lawyers to be more productive and to provide quality service when they work from home. We've also strengthened online training."
Guo says that her pressure mainly came from the new work content and the increased workload, and the related team management issues. Although cross-border M&A and domestic M&A are quite the same in nature, "it's a lot of work when handling domestic projects. In the past, when doing overseas projects, we usually asked the local lawyers at the location of the subject matter to do local due diligence. We mainly played the role of facilitating transactions and overall coordination. But in domestic transactions, we must take part in all kinds of work, and work on all details. I was worn out during the second half of the year."
As handling domestic M&A transactions needs more hands, Guo "immediately expanded her team." With more people joining the team, team training became a new issue. In 2020, Guo "spent a lot of time on training the team. In order to help new members quickly adapt to the high requirements of clients and grow faster, I made a lot of efforts in coaching and mentoring them on how to write documents, how to read materials, how to modify agreements, etc."
Furthermore, as M&A lawyers working together with clients on the front line of transactions, the ranked lawyers this year perceive the subtle changes in clients' requirements.
The changes are first manifested in the mentality of clients. "In 2020, a lot of work proceeded online or remotely, which indeed helped save a lot of travel time. But we also noticed that instead of having regular meetings with us as before, clients came to us more frequently. And we also took the initiative to contact our clients more and keep them posted the progresses of projects," Guo says.
Pan shared the same experience. "Clients pose higher requirements for M&A lawyers in terms of timely services," he says. "Clients need lawyers to respond quickly and with priority, so lawyers need to better balance multiple tasks at hand."
Pan also points out that during the pandemic, "online office and video conferencing tools have become necessary to our daily work." In Guo's view, technology brings convenience and in the meantime, new issues, too. For example, "When using an online conference system, we often need to present the work results by sharing the screen. In order to make online meetings more efficient, we optimized the presentation approach. In 2020, I urged my team members to improve their presentation capabilities, including how to prepare user-friendly materials," she says.
ALL-ROUND SKILLS
Guo says that she learnt quite a lot about what the "industrialization of the legal profession" means from the changes in the M&A sector during the past year partly because she specializes in electronic products related business, especially the integration of the mobile phone industry chain. "They share very similar business models. When we did the first project, many specific concepts were strange to us. Now we've learnt a lot of terms the clients use in their sectors, and what they are truly concerned about during due diligence. My experience in 2020 has allowed me to see that if we follow our industry clients to explore deeply in their industries, it'll eventually benefit both lawyers and their clients by adding value to their services and products."
Pan observes that "clients want M&A lawyers to have all-round professional skills. In addition to strong legal skills, we also need to have knowledge in finance, business, and commerce." To this end, he applied himself to "building up knowledge reserves, keeping abreast of the latest laws and policy trends, always proceeding from the perspective of clients' interests when responding to clients' needs, proposing practical solutions, and providing professional, efficient and comprehensive legal services and the related value-added services."
As a PE equity fund M&A expert, Tang has observed subtle but significant changes in clients' demands over the past few years. "In the projects we've represented, there are more and more auction sale transactions. Given there are a number of potential buyers bidding for the same subject matter, it always needs feedback and response more quickly. Moreover, lawyers need to have business thinking to help clients accurately identify risks, and propose constructive solutions, so as to finally determine a competitive bidding scheme under the premise of controllable risks," he says. The changes in the way of transaction impose high requirements on the comprehensive quality of lawyers, "especially for cross-border projects, requiring Chinese lawyers to be in line with international standards in terms of language skills and professional skills. Clients also value lawyers' ability to give practical solutions and speed of response," he says.
FUTURE OUTLOOK
As regards the future prospects, Guo says that the unique experience in 2020 has become a very valuable asset to her, allowing her to look at the so-called "cross-border" and "domestic" M&A transactions from a new perspective, as well as their different requirements for lawyers.
In the past, when talking about the international vision of Chinese lawyers, it might be more about the ability of Chinese lawyers to communicate with clients and foreign lawyers in cross-border transactions and break down barriers. However, the experience in 2020 shows that "lawyers need to have an international perspective even when they're handling purely domestic business." For example, an M&A integration of mobile phone industry chain could be "completely a domestic project, but the target company may have been included in the U.S. entity list or sanctioned. Then the project involves international issues, and Chinese lawyers need to use their experiences and expertise to help domestic investors understand the possible impact of the sanctions on the target company and the corresponding impact on investment decisions," Guo says.
Other similar examples include the cross-border e-commerce business which has been a hot area lately. "In 2020, we represented our clients to invest in two cross-border e-commerce projects, which required us to understand the different rules of different platforms and regulations of different countries and regions regarding business structure and taxation. Then these two look-like purely domestic projects actually involve very complicated foreign legal issues or even some tax or financial related issues," she says.
"In the future, all lawyers might need to have an international perspective regardless of what kind of business they are dealing with and what their practice areas are," Guo predicts. She, therefore, points out that it's very important for lawyers to increase their knowledge, gain exposure and learn more, and stay informed of the latest hot issues, including political events, so as to help clients have better control over the direction of transactions.
Speaking of the performance of VC/PE in China's M&A market in 2021, Tang says: "Since the beginning of the year, we've been working on several large-scale international M&A projects that are mainly in the manufacturing industry. It is possible that high-end manufacturing, new materials and high-tech will remain the M&A hot areas this year. In China, as the government implements policies to strengthen the real economy and address the technological weakness, high-tech and high-end manufacturing, such as chip manufacturing, will continue to be hot areas; there will also be many opportunities in the retailing business and online services such healthcare, consumer products, and e-commerce."
How would M&A lawyers further improve their services in the new year? Tang proposes the idea of "pursuing the craftsman spirit in the legal profession." "For example, if you want to be a good dressmaker, you must work hard in all aspects, such as cutting collars, sewing sleeves, embroidering buttons, etc., so as to make a fine garment. To become a mature lawyer, it's in fact a process of accumulating experiences and enhancing skills. We usually handle many issues for foreign clients, such as direct investment and general corporate and commercial affairs, which are very complicated. By handling those issues, we accumulate a lot of experience for M&A transactions – the legal issues handled in the two scenarios are interlinked, so it's a natural way for lawyers to learn, to practice and to grow."
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