Brain Trust provides clients with assistance in finding the best legal frameworks of success, in this changing world of technology and innovation in progress. Brain Trust is also recommended in these areas by Asialaw Profiles.

 

Laws of corporation, commerce, M&A are three of the core practice areas of Brain Trust. For many years, Brain Trust has acquired abundant practical experience in providing foreign and domestic clients with legal advice on corporate governance and operation, legal compliance, and commercial documentation. Brain Trust can provide multidimensional consultations with respect to the financing, investment or M&A, equity structure, distribution rights, or rights of agency required by multinational corporations, to assist our clients in achieving the transactions, controlling risks and preventing unnecessary disputes. As Brain Trust grew, the corporate and commerce sector have also become our core practice areas. 

 

 

1. Long-term Legal Consultancy: Brain Trust provides corporate clients with long-term legal consultations for the purpose of clarifying issues of legality and legal compliance during corporate governance, and providing legal protection for our clients. Our current clients include multinational corporations, high-tech enterprises, start-up companies, investment companies, and various types of emerging industries.

 

2. Company Incorporation and Capital Market: Brain Trust provides its clients with the most adequate and professional legal services in compliance with the company law, securities exchange law and labor law regulations:

• Assistance in the incorporation, equity structure planning, and shareholders agreement of a company            
• Assistance in establishing a company's internal control system
• Assistance in handling labor disputes
• Providing legal advice for multinational enterprises on investing in Taiwan and drafting/reviewing transaction documents in both Chinese and Englsih
• Providing legal advice for Taiwanese enterprises on overseas investment structure and drafting/reviewing transaction documents in both Chinese and English
• Providing due diligence investigation, check of legal requirements and legal opinion for initial public offerings and fundraising

 

 

3. Mergers and Acquisitions:

 

During the last 10 years, big-ticket M&A in Taiwan have been mostly driven by strategic investors. Financial investors have primarily participated in M&A as co-investors or as acquirers of minority stakes in companies. Since 2019, there has been a trend of financial investors returning to the market after being silent for almost a decade. 

We are still In the aftermath of the Covid-19 pandemic, wars in Ukraine and Gaza, problems in China, including a possible conflict with Taiwan and increasingly unstable political conditions, appearing to be a very unfavorable environment for smooth business abroad. 

 

Nevertheless, there are lots of chances on the M&A market, also for midsized companies. The questions our clients are often ask themselves often are: How should my medium-sized business present itself when trying to acquire a Taiwanese traget? What are the common mistakes that lead to legal problems when having transactions with Taiwanese companies? Brain Trust is always proud to provide practical solutions to our clients.

 

 

Brain Trust assists clients in handling transnational investments and M&A including private equity transactions, public acquisition of listed companies, share swap, multinational joint venture, strategic alliance, bankruptcy reorganization, and cross-border merger of group companies, equity investment, and acquisition of assets, through offshore companies' investment in the holding company, and provides clients with professional services and consultations in achieving the goal of M&A smoothly:

• Assistance in planning and designing the entire structure of M&A
• Assistance in the due diligence investigation and check on the target company
• Assistance in drafting relevant agreements and legal documentation of M&A and representing the clients in the negotiations
• Providing legal advice on the laws and regulations of investment in Taiwan and assistance in applying for investment permit from relevant authorities on behalf of multinational corporations
• Providing strategic analysis on the application for consolidation and assistance in applying for permit of merger from relevant authorities in charge of competition law
• Assistance in finishing the transfers relating to M&A

 

5. Commercial Agreements: Brain Trust assists clients with preparing a wide variety of commercial agreements including, but not limited to, investment agreements, shareholders' agreements, technology licensing agreements, distribution or agency agreements, manufacturing agreements, service agreements, non-disclosure agreements, non-compete agreements, purchase and sale agreements, independent contractor agreements, and financing agreements. Brain Trust also assists clients in preparing and reviewing novel or complicated agreements and documents for unique transactions that do not fit neatly into a specific agreement category.

 

            

 

6. Corporate Governance and Legal Compliance: Brain Trust assists corporate and multinational enterprise clients in understanding the high standards of corporate governance and the required regulatory compliance in Taiwan and other countries, for the sake of preventing involvement in the disputes arising from between shareholders and directors and administrative fines and criminal penalties imposed by governmental authorities of Taiwan or other countries, especially US international prosecution pursuant to FCPA. In this regard, Brain Trust can assist corporate clients in conducting the internal investigation for a potential criminal or civil litigation so that corporate clients can avoid or mitigate corporate liability.

 

▎CONTACT

Hung Ou Yang

Managing Partner
Taipei
+886-2-2707-9976
[email protected]

 

Yuanxi Chen

Counsel
Shanghai
[email protected]