Mergers and acquisitions

Mergers and acquisitions – legal services provided by Deloitte

In the dynamic market of today mergers and acquisitions facilitate corporate development and profit increases. Restructuring processes quite often constitute the only way to effectively increase competitiveness. Regardless of the scale of your venture, the evaluation of the attendant legal risks as well as preparation and implementation of the appropriate transaction model are among the basic conditions for future profitability and effectiveness of the transaction.
In order to meet our Clients’ needs and expectations, Deloitte Legal offers an extensive range of services related to mergers and acquisitions, inclusive of cross-border mergers.

Pre-transaction support

Prior to the transaction, we carry out a due diligence review of the entities involved. The level of detail and exact scope of that examination is agreed on with the Client in order to be aligned with the scale of the transaction and the specific needs of the Company. As a result, we identify the legal risks attendant upon the deal as well as other legal issues that may prove significant. Furthermore, our deliverables may also include recommendations on how to mitigate the risks detected during our analysis.
Then, relying on the information derived based on our due diligence and taking into account the expectations of the Client, we develop the transaction schedule and structure.
If need be, we may also support our Client as regards securing funds for the transaction, especially by participating in negotiations with financial institutions.
If our advice is to serve the needs of the selling party, the pre-transaction support can also embrace a legal review of the situation of the object being sold in order to identify the potential risks associated with the sales process as well as the matters that will require special attention during negotiations with the buyer.

Our services

Our support for M&A processes will cover in particular drafting transactional documentation such as the letter of intent, contracts between partners, contracts for sale of shares/ enterprise, resolutions to be passed by companies that participate in the process, etc. In addition, we also offer our assistance in negotiations of the transactional terms. These services are provided to buyers and sellers alike.
Where administrative decisions by public authorities are required in order to carry out the transaction, we assist our Clients in obtaining them by preparing the required documents and representing the Clients in contacts with authorities.

Post-transaction support

After the transaction is executed we advise our Clients on how to fulfil all the related procedural requirements, such as those associated with registration of modifications with the court registry or the land and mortgage register division of the court. We prepare draft versions of the required documents and represent the Client before authorities. Furthermore, we provide support as regards other legal obligations linked with the transaction, such as notifications to contractors, etc.
If you decide to use our services, you can expect:

• Comprehensive legal analysis of the state of companies/ enterprises that will potentially form the object of the purchase transaction;
• Identification of legal risks attendant upon M&A
• Legal security of the transaction;
• multidisciplinary approach to restructuring projects, including if required, advisory services in respect of foreign laws.

Why are we different?

• We have comprehensive knowledge and expertise;
• We provide top quality services tailored to individual Client’s needs;
• We are genuinely open to the expectations of our Clients;
• We give commitment to our work;
• We ensure availability of assistance of foreign legal offices associated with Deloitte.

Selected M&A projects

Below we present a brief description of selected M&A projects that have recently been carried out by Deloitte Legal:

• Post-acquisition advisory services regarding acquisition of a joint-stock company that manufactured semi-finished products for the electronic sector;
  Our services included preparation of a due diligence report that covered legal matters linked with the company’s real estate, corporate, labour law, administrative and legal issues. Having conducted the due diligence, we planned the structure for acquisition of the controlling interest and we drafted the necessary documentation. Then, we also supported our Client in the course of the transaction and the required post-transaction activities.
• Due diligence of two companies form the wind energy sector We conducted a due diligence review that focused on the real property issues, investment process, contracts and corporate manners.
• Advisory on the sale of shares in a waste management company We carried out a limited legal review of the company to be acquired. We provided advisory services to the selling party as regards preparation of the draft share sales contract, with a special focus on the wording of the seller’s representations on the status of the object of the sale.
• Advisory on the acquisition of a media and telecommunication company In particular, our review covered corporate and labour law issues as well as examination of the legal situation of the company’s real property. After conducting the due diligence review, we supported our Client in preparing the share sales contract and corporate documents associated with the sale.
• Due diligence of two companies – property developers
  Among others, we analysed the documents linked with the investment process.
• Due diligence of a bank We reviewed corporate and labour law matters, contracts and regulatory obligations.
• Advisory in acquisition of an enterprise operating in the sector of steel and construction equipment
  We carried out a due diligence review of the enterprise with a special focus on commercial contracts, matters linked with real property, industrial property rights, financing, as well as administrative and legal issues. Having completed the due diligence, we provided support in the course of the transaction, especially by drafting the sales contract and the sales-related documentation and participating in the negotiations.
• Advisory in the scope of acquisition of an IT system production company
  We carried out a due diligence review of the enterprise with a special focus on corporate, labour law and intellectual property issues. Having completed the due diligence, we provided support to the client in the process of acquisition by preparing a draft share sales contract.