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Mergers & acquisitions

Our lawyers assist buyers and sellers during the entire process of evaluating a target, performing due diligence investigation, conducting negotiations, preparing pre-contractual documentation, concluding agreements and implementing the sale / acquisition.

Structuring

Structuring the transaction or analyzing the proposed transaction structure, identification of risks, design or confirmation of a certain approach, advise on legal aspects to be taken into account; cooperation with tax department ensures validation and optimization of structure from both perspectives.

Pre-contractual documentation

Letter of intent, memorandum of understanding: review of the business proposal initiated by the client and advising on the structure proposed in the letter of intent; legal assistance in negotiating and concluding the letter of intent, in which parties may assume binding obligations and commit on various aspects.

Due diligence investigation

Due diligence investigation is performed through reviewing the legal affairs of the target; analysis of findings and assessment of their impact on the transaction; design and implementation of solutions to findings, including revisiting the deal structure; distinct, multi-disciplinary approach integrating finance, tax and legal analysis within the business logic of the transaction.

Share purchase agreement

Preparation, negotiation and conclusion of the share purchase agreement addressing all the issues identified during the due diligence process and accommodating efficiently the agreed structure; process implies negotiation of both business and legal matters.

Implementation

From fulfilling tax obligations related to the transaction to registering the transfer of shares, amending the articles of association of the target and registering such changes, competition law clearance, if economic concentration is created through the acquisition.

Others

Each transaction is different, and while experience with similar deals is a major advantage, one should expect that each acquisition will raise specific legal issues, which need to be considered in the context of that particular transaction.