- Legal Excellence Sponsoring Success
-United Securities Legal Group 美國法律集團(律師事務所)
USLegal.Group: a Cloud-Based Next-Gen Law Firm
Embedded Files
Our Locations & Expertises
洛杉矶 香港 北京 上海 深圳 - Securities | Funds | Cryptos | Real Estates | IPs -
Free Review
info@uscorplaw.group
Our Founder (Mr. Johnew ) and our team are experienced and/or qualified in each of U.S., Hong Kong, China, and U.K. Capital Markets
Transparent Fees
Through leveraging state-of-the-art technologies and deleveraging overheads, we dedicate ourselves to the provision of premium legal services at competitive fee rates.
Unparalleled Customer Service
We have proven track records in advising leading international companies, investment firms, investment managers, high-net-worth individuals, and offer U.S. (and Chinese, by China team) legal advices in relation to the following major legal areas
Offshore Finance & Tax Planning
Offshore Finance, Offshore Funds, Offshore Corporate Secretarial Services, International Tax Plannings.
Global IPOs & Listings
IPOs & Listings on NYSE, NASDAQ, OTC Markets; Reg D, Reg S & Reg A+ Offerings.
（Mergers and Acquisitions - M&A）
（Mergers and Acquisitions - M&A）
Definition
Definition
Mergers and acquisitions (M&A) refer to the process by which a company acquires or merges with another company to integrate assets, operations, or equity, aiming to achieve rapid expansion and enhance competitiveness.
Types of Mergers and Acquisitions
Types of Mergers and Acquisitions
Horizontal Mergers: Integration between companies in the same industry, such as mergers between competitors, to expand market share.
Vertical Mergers: Integration between companies along the supply chain, such as acquiring suppliers or distributors, to improve supply chain efficiency.
Conglomerate Mergers: Mergers between companies in unrelated industries, aiming for diversification.
Characteristics and Advantages
Characteristics and Advantages
Achieving Rapid Expansion: M&A enables companies to quickly enter new markets or increase their market share.
Cost Reduction: Resource integration helps reduce operating and management costs.
Enhancing Competitiveness: Acquiring key technologies, brands, or distribution channels strengthens the company's position in the industry.
Operations in the U.S. Stock Market
Operations in the U.S. Stock Market
NYSE/Nasdaq Markets:
Suitable for medium and large companies.
Public M&A transactions are typically completed with cash or stock as the transaction consideration.
OTC Market:
Suitable for smaller companies.
Transactions are smaller in scale, relatively low in cost, and more flexible.
（Reverse Merger/RTO）Reverse Merger/Backdoor Listing
（Reverse Merger/RTO）Reverse Merger/Backdoor Listing
Definition
Definition
Backdoor listing is a financing operation where an unlisted company becomes a publicly traded company in a short period by acquiring a publicly listed company (commonly referred to as a shell company).
Reverse Merger: An unlisted company achieves public listing by obtaining control of a shell company.
Shell Company: A publicly traded company with little to no substantive business operations.
Process
Process
Finding a Shell Company: Targeting listed companies with low trading activity, suspended operations, or single-line businesses.
Equity Swap: The unlisted company exchanges shares or cash for equity in the shell company.
Asset Injection: The unlisted company injects its assets and business into the shell company, making the shell company the operational entity.
Renaming and Code Update: After the reverse merger, the company name and stock ticker are usually updated.
Advantages
Advantages
Faster Timeline: Reverse mergers are much quicker compared to traditional IPOs.
Lower Cost: Eliminates significant underwriting and marketing expenses.
Reduced Uncertainty: Avoids market fluctuations and regulatory hurdles that could impact an IPO.
Risks
Risks
Financial History Issues: The shell company may have unresolved financial, tax, or legal problems.
Complex Shareholder Relations: The rights of the shell company’s existing shareholders may pose challenges to new stakeholders.
Regulatory Risk: Backdoor listings may face stricter regulatory scrutiny.
Differences Between Major U.S. Markets
Differences Between Major U.S. Markets
NYSE/Nasdaq
Suitable For: Larger companies.
Advantages: Strong global influence, high liquidity, and better valuations.
Disadvantages: High compliance requirements and expensive listing costs.
OTC Market
Suitable For: Small and medium-sized enterprises (SMEs).
Advantages: Lower listing requirements and reduced costs.
Disadvantages: Lower liquidity and less favorable valuations.
Applicable Scenarios
Applicable Scenarios
Rapid Financing: Companies aiming to raise capital through public markets to expand operations.
Avoiding IPO Failure Risks: Traditional IPO processes are lengthy and come with uncertain success rates.
Capital Operation Needs: Using mergers and acquisitions to integrate resources and improve operational efficiency.
From Private to Public – Your Trusted Legal Partner.
Your Partner in Building a Strong Presence on U.S. Exchanges
Corporate and Business Law
Corporate and Business Law
Corporate Governance
Business Formation and Structuring
Shareholder and Partnership Agreements
Mergers and Acquisitions (M&A)
Joint Ventures and Strategic Alliances
Tax and Financial Planning
Tax and Financial Planning
Corporate Tax Advisory
Structuring for Cross-Border Transactions
Tax Implications of M&A
Banking and Finance
Banking and Finance
Loan Agreements and Credit Facilities
Venture Capital and Private Equity Financing
Financial Restructuring and Insolvency
Intellectual Property (IP)
Intellectual Property (IP)
IP Protection and Licensing
IP Due Diligence for M&A
Trademark and Patent Filings
Capital Markets and Securities
Capital Markets and Securities
IPOs and Public Offerings
Private Placements and PIPE Transactions
Reverse Mergers and SPAC Transactions
SEC Reporting and Compliance
Equity and Debt Offerings
International and Cross-Border Transactions
International and Cross-Border Transactions
Foreign Direct Investments (FDI)
Cross-Border M&A
Compliance with U.S. Regulations for Foreign Companies
Business Formation
Business Formation
Incorporation Services
LLC/Corporation/Partnership Formation
Registered Agent Services
Corporate Bylaws and Resolutions
Compliance Filings
Audit Services
Audit Services
Financial Statement Audit:
Internal Audit:
Statutory Audit:
Compliance Audit:
Tax Audit
Due Diligence Audit:
Operational Audit:
有疑问？
有疑问？
发送电子邮件至 [INFO@USCORPLAW.GROUP]，获取有关此项目的更多信息
Page updated
Google Sites
Report abuse