1, financial risk. For example, before the merger, the main body of the merger was not investigated, and the acquirer had operational difficulties, which made it impossible or difficult to fulfill the subsequent payment obligations;
2. Illegal risk. For example, in the process of merger or acquisition, creditors are not notified in time to declare their claims, or the preemptive right of other shareholders is damaged;
3. Uncontrollable risks. For example, risks caused by force majeure such as government behavior and public behavior;
4. Other risks.
legal ground
Article 172nd of the Company Law of People's Republic of China (PRC)
Company merger can adopt absorption merger or new merger.
A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.
Article 173
When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 174
When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.