A lively introductory book vividly explaining cross-border M&A and the laws and practices of the U.S. capital markets

Here, I recommend a WeChat public account and a book to students and practicing lawyers interested in or needing to learn about cross-border M&A, the U.S. capital markets, and corporate governance. By reading engaging analyses of landmark U.S. cases, readers can quickly gain an intuitive understanding of these fields, grasp foundational concepts and analytical frameworks, and lay a solid foundation for further study. The WeChat public account is called “Comparative Corporate Governance.” Its founder and one of its principal authors—Qing Cheng Jun—earned his LL.B. from Fudan University School of Law, followed by LL.M. degrees from Waseda University (Japan) and Harvard Law School (U.S.), and ultimately a Ph.D. in Social Policy & Jurisprudence from UC Berkeley School of Law under Professor Robert Cooter, one of America’s most renowned law-and-economics scholars. Berkeley’s program admits only one international student per year—a highly competitive process—making Qing Cheng Jun’s academic credentials truly outstanding. ・ Ph.D. in Jurisprudence and Social Policy, UC Berkeley, 2012 ・ LL.M., Harvard Law School, 2005 ・ M.A. in Civil Law, Waseda University, 2004 ・ LL.B., Fudan University, 2000 ・ Attorney-at-Law (New York) ・ Currently Assistant Professor at Singapore Management University School of Law The “Comparative Corporate Governance” public account offers rich, diverse content covering cross-border M&A, capital markets, corporate governance, and the legal profession—all tightly anchored to U.S. legal institutions and practices, as well as their implications and lessons for China. For instance, regarding the widely watched hostile takeover battle between Baoneng Group and Vanke’s board, Qing Cheng Jun begins with the concept of the “barbarians at the gate,” systematically explaining the definition, tactics, and methods of hostile takeovers; the threats such takeovers pose to target companies’ boards, management, and long-term strategic planning; defensive measures available to targets; and how U.S. courts review those defenses. He provides a detailed exposition of the widely adopted hostile-takeover defense mechanism—the “poison pill” (also known as a shareholder rights plan)—tracing its origins and evolution, elucidating precisely how it impedes hostile bids, and introducing the landmark Unocal case (in which the Delaware Court established the two-step test for judicial review of defensive measures). Beyond cross-border M&A, Qing Cheng Jun also covers topics such as equity issuance, listing regulation, and venture capital. For example, in the venture capital section, he explains mechanisms like earnout provisions (which adjust acquisition consideration post-closing) and drag-along rights, and offers his own explanation—grounded in capital supply dynamics—for why Silicon Valley lacks the kind of valuation adjustment mechanisms (“betting agreements”) common in China.

[Key Point] Acquisitions of listed companies in capital operations

When you hear “acquisition of a listed company,” do terms like “barbarians at the gate,” “white knight,” and “poison pill” spring to mind—evoking thrilling, high-stakes business warfare replete with alternating strategic maneuvers? In practice, however, actual tender offers for listed companies and defensive anti-takeover actions remain relatively rare. Nevertheless, the Measures for the Administration of Acquisitions of Listed Companies frequently surfaces across various capital operations. During periods when IPO review cycles are lengthy and outcomes highly uncertain, achieving asset listing through mergers and acquisitions involving listed companies offers a comparatively swift alternative. When a listed company issues shares to acquire assets, upon completion of the restructuring, the original shareholders of the acquired assets may become shareholders of the listed company. Depending on the scale and valuation of the acquired assets, if their metrics meet the thresholds set forth in Article 13 of the Measures for the Administration of Material Asset Restructuring of Listed Companies, the restructuring may result in a change of control over the listed company—and potentially constitute a backdoor listing. From the perspective of the original shareholders of the acquired assets, they receive newly issued shares of the listed company as consideration and thereby become acquirers under the rules. They must therefore disclose a restructuring report and register the transaction with the China Securities Regulatory Commission (CSRC), and additionally file either an acquisition report or a report on changes in equity interests. Even if the transaction fails to meet the material asset restructuring thresholds under Article 11 of the Measures for the Administration of Material Asset Restructuring of Listed Companies, the original shareholders may still be required to file a report on changes in equity interests—depending on the proportion of listed company shares they will hold post-transaction. Concrete examples include: 1. Lekai New Materials (Stock Code: 300446) issued shares in 2022 to acquire assets from Sichuan Aerospace Industry Group Co., Ltd. and others. As a result, China Aerospace Science and Technology Corporation and its concerted parties increased their shareholding in the listed company from 30.61% to 66.83%, triggering a mandatory tender offer obligation. However, pursuant to Article 63 of the Measures for the Administration of Acquisitions of Listed Companies, the obligation to make a tender offer was waived. Prior to closing the restructuring, the listed company disclosed a summary of the acquisition report. 2. Boshen Shares (Stock Code: 002282) issued shares in 2021 to acquire assets and concurrently raised matching funds. The fund “Tietou (Jinan) Equity Investment Fund Partnership (Limited Partnership)” subscribed to the matching funds, acquiring more than 5% of the listed company’s shares, thereby requiring the filing of a simplified report on changes in equity interests. Issuing shares to specific investors may also trigger acquisition-related obligations when such issuance causes changes in the investors’ equity interests in the listed company. If the specific investor is already the controlling shareholder, considerations arise—including whether the issuance triggers a mandatory tender offer, whether exemption from such an offer is available—and appropriate planning must be undertaken at the outset of structuring the transaction. A concrete example is Ancai High-Tech (Stock Code: 600207), which conducted a non-public offering of shares in 2021. Prior to the offering, its controlling shareholder, Henan Investment Group Co., Ltd., held 47.26% of the listed company’s shares. The group committed that: (1) if, following the non-public offering, its shareholding increase relative to the twelve months preceding the offering does not exceed 2% (i.e., its post-offering shareholding percentage minus its pre-offering shareholding percentage ≤ 2%), then the shares it subscribes to in the offering shall be locked up for 18 months from the date of issuance; and (2) if its shareholding increase exceeds 2% (i.e., its post-offering shareholding percentage minus its pre-offering shareholding percentage > 2%), then the subscribed shares shall be locked up for 36 months from the date of issuance.

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