Home / Expertise / Corporate/M&A
highway intersection with modern city skyline at dusk in shanghai



Whether you are planning an acquisition as part of your growth strategy, looking for greenfield investment or thinking about diversifying into new sectors, our experts offer you the right mix of legal and tax advice. Having lawyers who think and act beyond their traditional role and seek to add value can help you secure the competitive edge you need in an ever-changing business environment. Being part of an international team of more than 700 corporate lawyers in over 40 countries, our team in China can assist you in all aspects of corporate law and M&A, both domestically and internationally.

Our Awards:

  • Ranked Law Firm for Corporate and M&A in China: Foreign Firms by Legal 500 Asia Pacific, 2018, 2019
  • Notable Firm for M&A – Foreign Firms by IFLR 1000, 2017 - 2019
  • Notable Firm for M&A in China (International) by Thomson Reuters Asian Legal Business (ALB), 2018
  • Law Firm of the Year - M&A by China Business Law Journal (CBLJ), 2013
  • M&A Deal of the Year by China Business Law Journal (CBLJ), 2013

Whatever your size, a large publicly listed company or a small privately owned business, our team of more than 30 legal experts in China can deliver a tailored, commercially valued and cost effective solution for you, covering areas such as M&A, establishment of joint ventures, wholly owned foreign enterprises and holding companies, legal due diligence, restructuring, corporate finance, corporate governance and compliance, spin-offs and liquidations as well as IPOs. Our team consists of experts from all practice areas and sectors such as automotive, banking and finance, chemicals, consumer goods, energy, engineering and manufacturing, environmental protection and new energies, hotels and leisure, lifesciences, service industries, technology, media and communications and trading industries. This allows us to understand your specific issues for a transaction and provide you with advice within context, saving time and money. It also allows us to pinpoint your real commercial issues and risks in a transaction. Our long-standing experience in China in dealing with government bodies ensures our ability to support you throughout the often complex regulatory approvals.

Read more Read less
In­tro­duc­tion to the For­eign In­vest­ment Law
On 15 March 2019, the Na­tion­al People’s Con­gress of the People's Re­pub­lic of China (the “PRC”) pro­mul­gated the PRC For­eign In­vest­ment Law (the “FIL”). The FIL will come in­to ef­fect on 1 Janu­ary 2020. The FIL has al­to­geth­er six chapters, i.e. gen­er­al pro­vi­sions, in­vest­ment pro­tec­tion, in­vest­ment pro­mo­tion, in­vest­ment man­age­ment, leg­al li­ab­il­ity and sup­ple­ment­ary pro­vi­sions, with in total 42 art­icles. The key is­sues of the FIL are na­tion­al treat­ment of for­eign in­vest­ment and the neg­at­ive list for for­eign in­vest­ment. The FIL also fo­cuses on the pro­mo­tion and pro­tec­tion of for­eign in­vest­ment and provides gen­er­al prin­ciples of a for­eign in­vest­ment man­age­ment sys­tem such as an in­form­a­tion re­port­ing sys­tem and a se­cur­ity re­view sys­tem. To give you an over­view of the FIL, we sum­mar­ize its main con­tent and high­lights. Please click here (ht­tps://www.cms-china.info/in­sight/2019/03_Cor­por­ate/News­let­ter_Cor­por­ate.html) to read the full ver­sion of the art­icle.
Fur­ther Cla­ri­fic­a­tion of the PRC Prop­erty Law by the PRC Su­preme People’s...
On 22 Feb­ru­ary 2016, the PRC Su­preme People’s Court (“SPC”) pro­mul­gated the In­ter­pret­a­tion of Sev­er­al Is­sues re­lat­ing to the Ap­plic­a­tion of the PRC Prop­erty Law (“In­ter­pret­a­tion”). The In­ter­pret­a­tion took ef­fect on 1 March 2016. The In­ter­pret­a­tion deals with sev­er­al im­port­ant is­sues in­clud­ing bona fide pur­chase, co-own­er­ship and im­mov­able prop­erty own­er­ship re­gis­tra­tion. We sum­mar­ise be­low the key is­sues of the In­ter­pret­a­tion.Please click the be­low Source Link to read the full news­let­ter.
Fur­ther Re­lax­a­tion of Re­gistered Cap­it­al Re­quire­ments for Com­pan­ies in...
Already when the amended PRC Com­pany Law took ef­fect on 1 March 2014, the re­quire­ments in re­spect of re­gistered cap­it­al were re­laxed for com­pan­ies in China in­clud­ing for­eign in­ves­ted en­ter­prises (“FIEs”). The re­quire­ments on min­im­um re­gistered cap­it­al were ab­ol­ished. The two years dead­line for cap­it­al con­tri­bu­tion was can­celled and the re­quire­ments on a min­im­um cash con­tri­bu­tion of 30% were ab­ol­ished, un­less laws, ad­min­is­trat­ive reg­u­la­tions or de­cisions of the State Coun­cil provided oth­er­wise.So far FIEs could not fully be­ne­fit from the above re­gistered cap­it­al re­form due to vari­ous ad­min­is­trat­ive rules and reg­u­la­tions (col­lect­ively “Ad­min­is­trat­ive Rules”) im­pos­ing re­stric­tions on FIEs.To fur­ther deep­en the re­gistered cap­it­al re­form and uni­fy the reg­u­la­tions in this area, on 28 Oc­to­ber 2015, the PRC Min­istry of Com­merce ("MOF­COM") pub­lished the De­cision on Re­vis­ing Sev­er­al Ad­min­is­trat­ive Rules and Norm­at­ive Doc­u­ments ("MOF­COM De­cision"). It took ef­fect on the same day. The MOF­COM De­cision re­vised pro­vi­sions con­cern­ing re­gistered cap­it­al re­quire­ments in 29 Ad­min­is­trat­ive Rules.We sum­mar­ise the most sig­ni­fic­ant changes brought by the MOF­COM De­cision. Please click the be­low Source link to read more in de­tail.


Show only
CMS, China Talks About the PRC Civil Code on China Law Pod­cast
12 May 2020
CMS Ex­pert Guide for dir­ect­ors of com­pan­ies
16 July 2020
Do earn-out clauses help with M&A trans­ac­tions in­flu­enced by COV­ID-19?
In times of COV­ID-19, many trans­ac­tions are dif­fi­cult to ne­go­ti­ate, par­tic­u­larly when it comes to the pur­chase price. Can earn-out clauses be of any help? This is a ques­tion that needs to be answered...
China In­tro­duces New Neg­at­ive List 2020 and New FTZ Neg­at­ive List 2020
26 March 2020
CMS Ex­pert Guide to sta­bil­isa­tion and re­struc­tur­ing ini­ti­at­ive
08 July 2020
China in­tro­duces new Neg­at­ive List 2020 and new FTZ Neg­at­ive List 2020
As to mar­ket ac­cess by for­eign in­vestors, start­ing from 28 Ju­ly 2017, the People’s Re­pub­lic of China (“PRC”) im­ple­men­ted a na­tion­wide neg­at­ive list ap­proach. The neg­at­ive list ap­proach means that...
PRC Su­preme People’s Court An­nounces Guid­ing Opin­ions (III) on Tri­al of...
01 July 2020
PRC Su­preme People's Court An­nounces Guid­ing Opin­ions (III) on Tri­al of...
On 08 June 2020, the Su­preme People's Court (“SPC”) of the People’s Re­pub­lic of China (“PRC”) pro­mul­gated the Guid­ing Opin­ions (III) on Sev­er­al Is­sues Con­cern­ing Law­ful and Prop­er Tri­al of Civil...
Over­view on Key Is­sues of the Con­tract Part of China’s First Civil Code
24 June 2020
Over­view on Key Is­sues of the Con­tract Part of Chin­a's First Civil Code
The People’s Re­pub­lic of China’s (“PRC”) first com­bined co­di­fic­a­tion of the civil law ever, i.e. the PRC Civil Code (“PRC Civil Code”), was ad­op­ted on 28 May 2020 and con­sists of 7 Parts and...
Over­view on the Stip­u­la­tions on Prop­erty Rights in China’s First Civil...
16 June 2020
Over­view on the Stip­u­la­tions on Prop­erty Rights in Chin­a's First Civil...
The Civil Code of the People’s Re­pub­lic of China (“PRC Civil Code”) which was ad­op­ted on 28 May 2020 and will take ef­fect on 1 Janu­ary 2021 con­sists of 7 parts and sup­ple­ment­ary pro­vi­sions at the...