Internationally, the mergers market has seen a substantial growth in the last decades, both in terms of value and in terms of the number of transactions. This growth was abruptly stopped by the economic crisis of 2008, but has managed to recover since 2010. The development of the process of restructuring companies among developed countries has spread to developing countries that have addressed the strategies of developed economies.
In Romania, mergers have a relatively short history, the first mergers took place in the mid-1990s, but since 2003 the mergers market began to develop when cross-border mergers began to appear in the Romanian economy.
What is a merger?
The merger may take place between companies of different legal forms but also between companies in the process of liquidation, provided that they have not started distributing the assets between the shareholders as a result of the liquidation of the entity.
Merger is one of the legal ways to regroup companies. As regards regrouping, it shall take place either between undertakings in the same field or between undertakings in branches carrying out complementary activities.
Our M&A lawyers provide legal assistance during bidding procedures and/or direct negotiations, ensuring legal services, including legal due-diligence, in order to assess key issues highly significant for your final goal (corporate issues, real-estate, commercial contacts, financial agreements, authorization and licensing, competition compliance, IP protection compliance).
The merger is a process of reorganization of companies by which either a company absorbs one or more companies (the absorbed companies thus ceasing to exist) or two or more companies merge and form a new entity, the merging companies following in turn cease to exist as a consequence of the merger process. The terms “mergers” and “acquisitions” are often used interchangeably, although they hold slightly different meanings.
When one company takes over another entity, and establishes itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer absorbs the business, and the buyer’s stock continues to be traded, while the target company’s stock ceases to trade.
The merging companies must draw up a draft merger which will include several elements, including:
– the form, name and registered office of the merging companies;
– the substantiation and conditions of the merger;
– the conditions for allocating the shares or shares.
Lawyers specialized in mergers and acquisitions
M&A lawyers assist their clients with the appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of the contracts for the sale of portions of the business. At the same time, the experience of the M&A lawyers must include a wide range of corporate transactions for a large portfolio of clients, international companies or local companies, in complex projects of mergers and acquisitions. Both commercial law and business law represent a key indicator for the current economy. Precisely for this reason, a good knowledge of all the provisions by a lawyer in mergers and acquisitions ensures the success of a company.
Just like a financial audit will look beyond your balance sheets and into your accounts and transactional data, a legal audit examines your company’s policies, procedures, filings and documents to assess your legal health. In addition, our investigative capabilities help us to conduct appropriate pre-assessment processes for mergers and acquisitions, partnerships and cross-border transactions.
The legal audit is prepared by our team of lawyers in M&A, which provides independent investigation services to resolve conflicts by finding the facts. Our legal audit services involve prior investigation and evaluation that helps Romanian companies to:
– mitigate reputational damage;
– avoid disrupting the operation of the business;
– manage the risks of the supervisory authorities.
All our M&A lawyers are prepared to perform legal audits for any entity and to provide integrated services covering all related M&A aspects, from intellectual property rights to real estate and environmental issues, labor law, company law, taxes, finance , competition and litigation.
Whether we are referring to the complexity of mergers or acquisitions, or we are talking about consulting for various international players interested in investing in Romania, the clients of our Romanian law firm can be confident that they will benefit from the best legal advice to get the best and appropriate decisions.
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