Corporate law - is a body of legal rules governing the legal status, the procedure for the creation, reorganisation and liquidation of a business activity, as well as the procedure and rules for transactions with shares in the authorised capital of legal entities
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The rules of corporate law establish, regulate and protect relations arising between a shareholder (participant) and the legal entity itself, as well as between the participants or shareholders themselves regarding the exercise of their ownership right to a share or the ownership right to a stake in the authorised capital of the legal entity.
The law company «Absolute» has been providing services in corporate law for more than 10 years.
We are approached on matters of starting a new business and selling an existing one, mergers and acquisitions, and developing a company in order to reach a new level.
Specialists of the Absolute Law Agency offer support of each stage of a deal separately and comprehensive solutions.
CLIENTS AND PARTNERS TRUST US WITH NEGOTIATIONS, PREPARATION OF DOCUMENTS AND CONTRACTS, AND RESOLUTION OF CORPORATE DISPUTES IN KYIV AND ACROSS UKRAINE
Mergers and acquisitions — M&A deals
A competent strategy for making merger and acquisition deals is the foundation of a successful strategic plan. M&A deals are equally important for both the seller of an asset and its buyer. The benefit of the former (the seller) lies in obtaining free cash resources to solve new tasks. As for the latter (the buyer), the following opportunities open up for him:
- using the synergy effect;
- implementing a long-term development strategy;
- increasing the company’s value;
- geographic diversification;
- improving economic security;
- strengthening market positions.
The role of qualified lawyers in deals of this type is very significant. Specialists can start their work even at the stage when the deal itself does not exist yet. In some cases, lawyers help find a seller or a buyer. Of course, acting as intermediaries is not the main work of lawyers. However, very often without such participation a deal would never have taken place.
How the «Absolute» specialists conduct M&A deals
All M&A deals are unique, so it is impossible to clearly define the stages of their execution. However, each of them includes one mandatory point — the signing of transit documents by both parties. Based on this, the deal can be divided into the time before their signing and after. As for the so-called sub-stages, defining them is much simpler:
- initiation of the deal (in other words — searching for potential takeover candidates);
- defining the terms of the deal (after the two parties have shown interest in the deal, it is time to outline the key terms and draw up a protocol);
- bidding (in some cases the seller sells by bidding; in such a scenario, instead of a protocol, the seller’s bidding terms are drawn up, as well as the terms on which the buyer is ready to conclude the deal);
- verification of the object (the seller performs a legal, tax and financial verification of the object; lawyers focus on confirming ownership and the key assets of the object);
- structuring the deal (lawyers choose the optimal jurisdiction for the seller and the buyer);
- signing of the purchase and sale agreement;
- fulfilment of the conditions precedent;
- closing of the deal (the transfer of ownership of the deal’s object is formalised, and partial or full payment of the purchase price is made);
- fulfilment of the conditions subsequent.
As we can see, M&A deals cannot be conducted without the participation of qualified lawyers. And our Agency will gladly provide you with our services in resolving these matters.
Motives for an M&A deal
- an internal need of the company caused by the necessity to find a new direction or way of its development;
- external conditions caused by changes in the business environment that threaten a decline in the company’s efficiency and force it to look for new ways of development;
- the company’s management’s own wishes, plans and ambitions.
Today, the practice of concluding merger or acquisition agreements between enterprises by way of an M&A deal has also spread to Ukrainian business. This has brought about a growing interest in this issue on the part of financial analysts, company managers and other specialists.
In the most common understanding, mergers and acquisitions (M&A) is one of the additional ways to consolidate business, expand the company’s activities and spheres of influence in a particular market.