Recently, in a case of oilfield equity merger and acquisition transaction represented by Beijing King&Capital Law Firm, Ms. Li Jing and Ms. Wang Li, intern lawyers, the acquired party took advantage of the period when its legal representative did not apply for the change of industrial and commercial registration and colluded and conspired with a third party on behalf of the company externally to expand the amount of the original debt and confirmed the fictitious debt of a huge amount, and the third party (the party of the enlarged and fictitious debt) sued the subject oilfield company after the completion of the merger and acquisition transaction. After the completion of the M&A transaction, the third party (the party with the enlarged and fictitious debt) sued the subject oilfield company, and through the efforts of the legal team, the Beijing Arbitration Commission confirmed that the enlarged and fictitious debt amount was invalid, and rejected the third party's (the party with the enlarged and fictitious debt) arbitration request.

This case is a typical equity M&A transaction in which the acquired party colluded with a third party to expand and fictionalize the debt amount with the intention that the debt would be borne by the acquirer. The case of equity merger and acquisition transaction began as the subject enterprise original shareholders use the subject enterprise equity financing, and the capital party signed the "equity transfer and repurchase agreement" subsequently failed to pay the repurchase payment on schedule, the terms of the agreement came into effect, resulting in the acquisition of the equity by the capital party, therefore, there is a time lag between the transfer of the equity and industrial and commercial changes in the registration, and the original shareholders of the subject enterprise maliciously hijacked the official seal certificate and take advantage of the period of time, and the collusion with the third party, the After the original shareholders of the subject enterprise fled abroad, the third party sued the subject enterprise for repayment in China.

The case lasted 2 years from the receipt of the case to the winning of the arbitration. After receiving the arbitration information, the contractor lawyer will be equity transactions and the subject enterprise business situation one by one combing, found that the expansion, fictitious debt amount of the corresponding basic transaction information is missing, and confirmed that the content is obviously not in line with the oilfield company's mode of operation and conventional practice, and contrary to the general rules of the market; arbitration procedures, the contractor lawyer from the year's news reports to find evidence in favor of the case, and according to the news reports to visit the oilfield company's business model and routine practice, and against the general market rules; arbitration procedures, the contractor lawyer from the year's news reports find evidence favorable to this case. During the arbitration proceedings, the attorneys found evidence favorable to the case from the news reports of that year, and visited the local residents of the oilfield and the relevant government departments according to the news reports, and got the key evidence proving the actual situation of that year, and ultimately, obtained the award in favor of the case. The successful representation of this case not only demonstrated the professional ability and strength of King&Capital in representing equity M&A transactions, but also saved the subject enterprise of equity M&A huge losses, and the subject enterprise highly evaluated and recognized the work of the lawyer team.