Lawyers split over breakup fees in China-U.S. M&A
中美并购：律师对终止费存分歧
May 11, 2016 | BY
Katherine JoThe significance of reverse breakup fees has gathered global attention amid increases in Chinese outbound investment and perceived regulatory and commercial risks. 随着中国对外投资增长以及所预见的监管和商业风险，反向终止费的重要性受到全球关注。
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While Chinese companies continue to be on the lookout for prime target assets beyond their borders, regulatory approvals and capital outflow restrictions can shroud the successful execution of a deal. These risks often form the crux of negotiations between PRC buyers and foreign sellers, each wanting their own peace of mind for in case a transaction falls through.
Reverse breakup fees, or termination fees, compensate for the risk of non-closure. Failure to win PRC outbound regulatory approval is a big one from the Chinese buyers' side, but the Committee on Foreign Investment in the United States (CFIUS), which reviews inbound deals perceived to involve a national security element, is the bigger concern for Chinese and U.S. M&A parties.