In the preparatory stage of M&A, M&A company should set up M&A team as soon as possible after establishing M&A strategy. Generally speaking, the M&A team consists of two aspects: internal employees and hired professionals of M&A company, including at least lawyers, accountants and financial advisers from investment banks. If M&A involves more complicated technical issues, technical consultants should also be hired. M&A mode of listed companies: (1) Acquisition by agreement: refers to that the purchaser directly reaches a share transfer agreement with the shareholders of listed companies without going through the stock exchange, and acquires the shares of listed companies according to the agreed conditions, purchase price, purchase period and other agreed matters. (2) Tender offer: refers to the acquisition of all the shares held by a listed company through securities trading in the stock exchange. When the purchaser holds 30% of the issued shares of the company and continues to increase its holdings, he sends an offer to all shareholders of the company by way of offer to purchase the shares at the agreed price in order to gain control of the listed company. (3) Management buy-out: refers to the behavior of the company's managers to buy the company by using the funds raised by loans or equity exchanges. As a result of MBO, the operator of the company has become the owner of the company. (4) Open solicitation of transferee: Listed companies can take advantage of bidding to maximize the income from equity transfer. (5) Acquisition by concerted parties: refers to the act or fact that an investor and other investors * * * expand the voting rights of listed companies under their control through agreements or other arrangements. (6) Debt-to-equity swap: the acquirer converts the creditor's rights to the target company into equity or acquires the debt of the listed company from the asset management company, and then converts the creditor's rights into equity, so as to achieve the purpose of obtaining the control of the listed company, thus realizing the merger and acquisition of the listed company.
legal ground
Article 175 of the Company Law
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. Therefore, if the company before the merger has unpaid taxes, after the merger, due to the existence of inheritance relationship, the merged company will face the risk of assuming the tax obligations of the company before the merger.