M&A transactions

Group restructuring for the purpose of transaction

This stage aims at streamlining the prospective transaction and optimising tax liabilities.

Vendor Due Diligence

At this stage our lawyers will carry out a Due Diligence for the company to be sold and elaborate recommendations on error control. A report valuing  the target will be furnished to the prospective buyer.

Term sheet

This stage has several specification levels, subject to peculiarities involved:

1. Letter of intent;
2. Memorandum of understanding;
3. Term sheet – agreement on basic terms of transaction.

Legal Opinion

This stage involves tax analysis and results in a report on tax costs to be incurred.

Step plan

Preparing a step-by-step transaction implementation plan.

Implementing the plan

At this stage our lawyers will elaborate all documents required for the transaction: 

1. Share purchase agreement / Share subscription agreement / Convertible loan agreement;
2. Shareholder agreement;
3. Option agreements;
4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
5. Supporting documents: corporate resolutions and protocols;
6. Disclosure  Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Document execution and closing

Champagne!

Term sheet

This stage has several specification levels, subject to peculiarities involved:

1. Letter of intent;
2. Memorandum of understanding;
3. Term sheet – agreement on basic terms of transaction.

Due Diligence

This stage indicates to the buyer what exactly what they are  buying and the  potential risks involved.

Legal Opinion

At this stage our lawyers carry out legal and tax analysis resulting in a report on the feasibility of the expected transaction structure, possible problem points, prospective tax expenses and other peculiarities.

Step plan

Preparing a step-by-step transaction implementation plan.

Implementing the plan
 

At this stage our lawyers will elaborate all documents required for the transaction: 

1. Share purchase agreement/ Share subscription agreement/ Convertible loan agreement;
2. Shareholder agreement;
3. Option agreements;
4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
5. Supporting documents: corporate resolutions and protocols;
6. Disclosure  Letter. By means of this document the seller  warrants that no tax liabilities are violated and there are no arrears.

Document execution and closing
 

Champagne!