On May 20, 2021, Mr. Yushi Zhou and his colleagues Rodrigo López Checa and Miguel Reina Hemando, from Uría Menéndez law firm in Spain, were invited to give a lecture on the topic of “M&A Environment in Europe and Basic Legal Issues in Cross-Border M&A Deals” to students from the China-EU School of Law. This was the fifth session of the International Legal Lecture Series in the Master of European and International Law elective module. Professor Monty Silley was the host of the lecture and Dr. Griselda Qosja also attended the lecture.
In the beginning, Mr. Zhou briefly introduced the Uría Menéndez law firm and the establishment of its Beijing office in 2009. When talking about why he chose M&A as the lecture’s topic, Mr. Zhou told the students that worldwide M&A areas shared the same global standard and this is different from many areas like tax law and labor law, which are highly localized. Thus, gaining knowledge of the M&A field may allow students to broaden their views and step into a more international environment. Besides, he also wanted to help students find a future career possibility by introducing what is M&A and what M&A lawyers deal with every day.
After that, Mr. Rodrigo López Checa and Mr. Miguel Reina Hemando made a presentation on the M&A environment in Europe, the ways such deals are structured and process of a typical M&A transaction. From their presentation students could learn: First, Europe holds an opening and welcoming attitude towards M&A. The area exercises no capital controls except in exceptional circumstances. Second, the process of M&A can be complicated, usually including tax structure, preliminary documentation (NDA, LOI and MOU), due diligence, negotiation and signing of contracts, antitrust filing and closing. Third, there are many specific terms in the M&A area, like locked box and price adjustment, earn outs, break-up fees, poison pills, etc.
Following the introduction of general concepts, Mr. Zhou summarized some challenges that Chinese investors may face in cross-broad investments: Restrictions on foreign exchange, lengthy PRC regulatory process and translation issues, etc. He also addressed some concerns Chinese investors might have during a foreign M&A process, like bias, lack of understanding of target jurisdictions, the gap between investors’ expectations and the market practice, the interference of governments and cultural differences, etc. He also made a more detailed introduction on the cultural differences between Eastern and Western people by showing several pictures and emphasized that knowing different cultures is critical and essential in dealing with cross-broad affairs.
In the end, Mr. Zhou recalled his last lecture made to China-EU Law School students in the Beijing office of the Uría Menéndez law firm. He hoped that the pandemic would end in the near future and expected to see students in person again soon.
Text by Cheng Shuhan (CESL double master student from 2020 intake)
