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Legal Chinese > M&A General > Flashcards

M&A General Flashcards

1
Q

transaction structure

A

交易结构

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2
Q

SPV

A

特殊目的公司

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3
Q

tax optimization

A

税务优化

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4
Q

Signing and closing; period between signing and closing

A

交易签字和交割; 交易过渡期

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5
Q

valuation

A

估值

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6
Q

regulatory approval; follow-up and obtain regulatory approvals

A

政府审批; 跟进和获取政府审批

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7
Q

third party approval

A

第三方同意

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8
Q

shareholder‘s consent

A

股东批准

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9
Q

creditor

A

债权人

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10
Q

Regulatory authorities

A

审批机构

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11
Q

Foreign exchange

A

外汇

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12
Q

Exchange rate

A

汇率

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13
Q

SPA

A

买卖协议

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14
Q

Share deal; asset deal

A

股权交易；资产交易

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15
Q

Preemptive right

A

优先购股权

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16
Q

Due diligence

A

尽职调查

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17
Q

Bid submission

A

投标

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18
Q

Negotiation

A

谈判

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19
Q

Signing; Signing of transaction documents

A

交易签字；签署交易文件/文本

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20
Q

Closing conditions；conditions precedent

A

成交条件/交割条件；过渡期先决条件

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21
Q

Purchase price adjustment

A

价款调整

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22
Q

Target

A

目标公司

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23
Q

Timeline

A

时间表

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24
Q

Auction process; private sale

A

公开拍卖；一对一谈判

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25
Q

Project name

A

项目代号

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26
Q

Audit

A

审计

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27
Q

NDA/confidentiality agreement; confidential information; confidentiality obligation

A

保密协议; 保密信息; 保密义务

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28
Q

Virtual data room; physical data room

A

虚拟网上资料室；实体资料室

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29
Q

Disclosure

A

披露

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30
Q

Claim

A

索赔

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31
Q

Information memorandum

A

信息备忘录

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32
Q

Indicative offer

A

提示性报价

33
Q

Mark-up

34
Q

Financing

35
Q

Integration

36
Q

Risk analysis

A

风险评估

37
Q

Exclusivity

A

独家谈判权

38
Q

Minority shareholder; majority shareholder

A

少数股东；大股东

39
Q

Veto right

40
Q

Opposing party; joint venture partner

A

交易对手；交易伙伴

41
Q

Discover risks

A

揭示风险

42
Q

Rights and obligations

A

权利义务

43
Q

Escrow account

A

托管账户

44
Q

Guarantee/collateral of seller for seller’s obligations under the SPA:
- escrow account
- purchase price retention
- bank guarantee

A

卖方交易文件义务履行担保（履约担保）
- 托管账户
- 分部付款
- 银行担保

45
Q

Clean exit

A

干净退出：减少交易后买方追索的风险

46
Q

MAC; MAE

A

重大不利变化；事件

47
Q

Level of effort:
- reasonable effort
- best effort

A

努力程度：
- 合理努力
- 最大努力

48
Q

Asset purchase agreement

A

资产购买协议

49
Q

Gun-jumping

50
Q

Carve-out of business

A

资产剥离

51
Q

Common law jurisdictions

A

普通法管辖区域

52
Q

Contractual parties

53
Q

Reciprocal/unilateral

A

双向/单向

54
Q

Information provider / information recipient

A

信息披露方/信息接受方

55
Q

Information exchange

A

信息交换

56
Q

Affiliate

A

关联公司

57
Q

On need to know basis

A

有必要知晓

58
Q

Back to back

59
Q

Return/destruction of confidential information

A

返还/销毁保密信息

60
Q

Market standards

A

行业惯例

61
Q

Reps and warranties

A

陈述与保证

62
Q

Indemnity; indemnify

A

保障; 免责/赔偿

63
Q

Remedies

A

救济方式

64
Q

CoC

A

控制权变更

65
Q

Agreement, deed, acknowledgment, letter

A

协议，契据，认可，信函

66
Q

Intellectual property rights

A

知识产权

67
Q

Assignment (of rights)

A

转让条款

68
Q

Non-compete/-solicitation clause

A

不得竞争/招揽条款

69
Q

Standstill clause

A

不得买卖股权/重要资产条款

70
Q

Make an offer

A

发盘/要约

71
Q

Completeness and correctness of confidential information

A

保密信息的完整和准确性

72
Q

Trade secrete

A

商业秘密

73
Q

Know-how

A

技术诀窍

74
Q

Market share

A

市场占有份额

75
Q

Competitively sensitive information

A

敏感性竞争信息

76
Q

Termination clause

A

终止条款

77
Q

Binding agreement

A

约束性协议

78
Q

Transitional services agreement

A

过渡服务协议

79
Q

Sales, purchasing

A

销售，采购

Legal Chinese (7 decks)

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