At present, the integration of coal resources in Shanxi basic ending in 2010, will be extended nationwide in Shanxi mode. As early as September 28, 2009, the Ministry of Land and Resources and other 12 ministries and commissions jointly issued the "Notice on Further Promoting the Development and Integration of Mineral Resources". The notice pointed out that before the end of March 2010, all provinces, autonomous regions, and municipalities directly under the Central Government organized as required. Prepare and approve the integrated implementation plan and report it to the Ministry of Land and Resources for the record. Before the end of 2010, in accordance with the approved further implementation of the integrated implementation plan, comprehensively complete the integration tasks, establish and improve the relevant systems for mineral resources management, and initially establish a long-term mechanism for the development and utilization of mineral resources. It can be seen from the above notice that 2010 is a crucial year for the integration of mineral resources. Resource integration involves many legal issues. The author combines his practical work experience to talk about the legal risks in coal enterprise mergers and acquisitions, and The risk puts forward several countermeasures and hopes to help the enterprise. I. Main legal risks in mergers and acquisitions of coal mining enterprises 1. Qualification risk of enterprise entities At the very least, coal mining enterprises must have “five certificates and one photoâ€, and five certificates refer to mining licenses (issued by land and resources departments) and coal production licenses (coal management). The department issued the project, the safety production license (issued by the safety production supervision department), the mine manager's safety production permit certificate (issued by the safety production supervision department), the mine manager qualification certificate (issued by the safety production supervision department), and the photo is the business license ( The administrative department for industry and commerce issued the issue). If the target company's license is incomplete, such mergers and acquisitions are embarrassing, often leaving hidden dangers for future operations. 2. The land use right risk should be verified clearly for the ownership of the land use right of the target enterprise. It should be clarified how the target enterprise obtains the land use right, whether it is a transfer or a transfer. In practice, many companies acquire land through leasing and have no land use rights. Houses built on such land cannot be used for real estate licenses. In particular, it is more difficult to lease the collective land and to apply for expropriation and transfer procedures. Special attention should be paid. 3. Target company's debt risk This resource integration, the target company is mostly small coal mining enterprises, and these small enterprises often have a weak financial system, which makes it difficult for the acquiring party to determine how much debt the target company has. The organization, such as an accounting firm or an auditor firm, can verify that the target company can assume the responsibility for guarantee or breach of contract in the M&A agreement. 4. Tax risk of the target company If the target company has problems in taxation, it may be investigated after the merger, which will cause certain legal risks. Tax risks include the following: (1) target companies to import equipment duty-free in the regulation of the sale is retroactive taxes; (2) the target company tax; (3) the target company tax arrears overdue payment. 5. Target company labor employment risk Most small coal mining enterprises are not standardized in employment, and the labor employment risks are mainly reflected in the following aspects: (1) no labor contract with employees; (2) default insurance for employees; 3) Arrears of overtime pay and wages; (4) Loss of trade secrets of the target company. Second, the risk prevention measures in coal mining enterprises mergers and acquisitions can be said that any merger has risks, but the risk can be prevented, the problem is whether these risks can be foreseen, and appropriate preventive measures have been formulated. The level of risk prevention depends on the lawyer's knowledge, experience, and ability, so the role of lawyers in mergers and acquisitions is crucial. The author mentioned some measures when mentioning the risks mentioned above. For those that are not mentioned, it can be solved by the following methods: 1. Investigating the subject qualification status of the target company The license of the target company is handled by the state administrative organ, and the lawyer can apply to the administrative The agency searches for documents, such as industrial and commercial registration, mining license registration, and so on. 2. Careful selection of mergers and acquisitions M&A mainly includes two ways: one is to acquire the equity (property rights) of the target company or the target company to increase capital and expand shares to achieve the purpose of controlling the target company; one is to acquire the assets of the target company. Equity merger refers to the investment behavior of the investment company as the controlling shareholder of the target company through the transaction of the target company's equity with the target company's shareholders. The subject matter and connotation of equity M&A transactions are the shareholders' rights and interests of the target company. This is the essential feature of equity mergers and acquisitions, and it is also the core of equity mergers and acquisitions. The equity merger and acquisition process is complex and risky. In addition to the general investment risks, it also has its own unique risks. From the perspective of practice, equity mergers and acquisitions are more common. Asset acquisition refers to an investment model in which an investment company realizes the acquisition of a target company by means of the assets and business of the target company. Asset acquisitions generally do not suffer losses from the target company's contingent liabilities. This is the biggest feature of asset acquisition and the biggest advantage. When conducting the M&A plan design, lawyers should fully consider the characteristics of the two M&A methods in light of the specific circumstances of the case, and suggest that customers choose a way of high returns and low risks. 3. Target company labor employment risk prevention measures According to practical experience, the purchaser can take the following measures to avoid the target company's risk in labor: (1) Any target company that can handle the problem before the merger, such as the payment of social security fees Problems such as arrears of wages and unpaid overtime expenses. (2) Extend the payment period. Since the risk of employment is more likely to occur within one year after the completion of the merger, if the purchase price is not paid, the loss of the acquirer is easily compensated. 4. Target company tax risk prevention measures (1) The tax authorities may be required to conduct tax audits and issue a tax payment confirmation. (2) Incorporate the tax liability arising from the fault of the target company before the merger or the merger, or the tax liability arising from the merger into the scope of compensation of the contingent liability of the target company. In short, lawyers should provide reference for customers to choose M&A in the case of M&A, and perform the verification obligation in accordance with the principle of diligence and diligence. The due diligence report should be objective, true and comprehensive, and the legal risk should be minimized. The purpose is to successfully complete the M&A project. Pvc Coated Wire,Plastic Coated Wire Mesh,Pvc Wire Netting,Pvc Coated Welded Wire Anping Honglin Wire Mesh Co.,Ltd , https://www.wirenetting-factory.com