The Bao Lyon Group, LLCMergers & Acquisitions (M&A)

The goal of a merger is to combine the assets of two companies to create a new entity with a value greater than the sum of its individual parts. In a "merger of equals," shareholders surrender their existing stock and receive shares in the newly formed company. This process involves a pooling of resources, and a new corporate entity is typically registered.
Conversely, an acquisition involves one company purchasing another, often a larger company buying the shares or assets of a smaller one. In an acquisition, the acquired company is typically absorbed by the larger entity, which retains its own corporate structure. Unlike a merger, new stocks are generally not issued, and a new corporate entity is not registered.

In mergers, both companies willingly agree to the combination, often viewing it as a partnership between equals. Acquisitions, however, can be either amicable or hostile.

Amicable vs. hostile acquisitions

Amicable Acquisitions: These are mutually agreed upon, where the target company's board and management approve the deal.
Hostile Acquisitions: These occur when an acquiring company attempts to take over another against the wishes of the target company's management and/or board. In such cases, the acquiring company may bypass management and appeal directly to shareholders or try to replace the existing board.

"Merger" as a label for acquisition
Sometimes, a company that is essentially acquiring another may still refer to the deal as a "merger". This is often done to present a more positive public image or to avoid the negative connotations associated with the term "acquisition" or "takeover". The distinction can become blurred, especially when the boards of both companies agree to a deal that is technically an acquisition.

M&A deals are notoriously complex, with success often hindered by a multitude of factors. Given that 70-90% of mergers and acquisitions fail to achieve their strategic goals, expert guidance is crucial to navigate the intricate process successfully.

If your company is considering a merger or acquisition, our advisory services can help you avoid common pitfalls. Our experienced team will guide your transaction from start to finish, helping to ensure a successful outcome for all parties involved.

Contact us for a confidential consultation to learn how we can help achieve your strategic goals.

Letters Rogatory

Letters rogatory, also known as letters of request, are formal requests from a court in one country to a court in another country seeking judicial assistance. The most common forms of assistance sought through letters rogatory are:

Service of process: This involves the official notification of legal documents to individuals or entities in the foreign country.
Taking of evidence: This refers to gathering testimony or documents from witnesses located in the foreign country for use in legal proceedings in the requesting country.

In cases where direct transmission between courts is not possible, letters rogatory may require the involvement of diplomatic or consular channels for transmittal.
This method is generally used when there are no treaties or agreements between the two countries to facilitate the requested judicial assistance. It is important to note that executing these requests can be a lengthy process due to the involvement of diplomatic channels and the need to follow the judicial procedures of the requested country.

Service by Agent

A process server is a neutral, third-party professional tasked with delivering legal documents to defendants, witnesses, or other parties named in a legal action. This delivery, or "service of process," is a crucial component of due process, as it formally notifies individuals of legal proceedings and their obligation to respond.

Role and function

Deliver legal documents: Process servers deliver a range of documents, including summonses, complaints, subpoenas, writs, and eviction notices.
Verify proper service: They must ensure that documents are served in accordance with the laws of the relevant jurisdiction. Different states and countries have distinct rules governing who can be served, and when and where delivery can occur.
Provide proof of service: After successful delivery, the process server completes an affidavit of service, which is filed with the court as evidence that the documents were served correctly.

Domestic and international service
Process-serving can be complex, especially when legal matters cross borders.

Domestic service: The server must comply with the specific rules and regulations of the local jurisdiction.
International service: This requires navigating treaties like the Hague Service Convention or using Letters Rogatory, depending on the country. It often involves different government channels and translation requirements.

Translation & Authentication Services

Leveraging our global network of service providers, we offer high-quality document translation services in over 75 languages. For documents requiring legal recognition, our partners are qualified to handle all authentication requirements, ensuring your translated documents are accurate and legally compliant.