Nowadays, non-compliance with guidelines and corporate governance rules can have a direct and material impact on the company from a legal perspective. This is especially true for listed and regulated entities, where such non-compliance can have a negative long-term impact on business success. The specialization of Mergers and Acquisitions lawyers includes aspects related to the acquisitions of companies, the afferent financing, the selection and establishment of legal entities, the administration and association contracts, the securities and the aspects of corporate governance.
Hiring a lawyer 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 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.
The main areas of consulting services of M&A lawyers are:
Preparation and negotiation of pre-contracts (eg letters of intent, confidentiality and exclusivity contracts);
Structuring and conducting transactions;
Drawing up and negotiating the necessary contracts for transactions and accompanying documents;
Mediation and conciliation regarding the business administration;
Services subsequent to the conclusion of contracts, including restructuring after purchase/sale;
Review of contracts that could be affected by the merger;
Consultancy regarding financing of acquisitions;
Merger transactions and acquisitions in crisis and insolvency situations;
Implementation of guarantee claims and damages from the acquisitions of companies;
National and cross-border mergers
The success of a merger depends to a large extent on understanding the dynamics of the business industry, but also on the nature of the merging entities, with well thought-out integration plans. In the current globalized context, many transactions are cross-border in nature and require coordination between many jurisdictions. Therefore, a clear understanding of the legislative requirements and trade issues specific to those countries is needed. M&A lawyers are qualified to assist you with national and cross-border mergers in various industries:
• Finding adequate structures for the transaction
• Choice of jurisdiction
• Identifying the legal issues generated by the merger
• Reviewing contracts that could be affected by the merger
• Preparation of the necessary documentation for the transaction
The reorganization of the company in the context of a purchase
There are situations when a company acquires the shares of another company and, after the acquisition, the buying company merges with the acquired company.
A common example is that the acquisition is structured as a „leveraged buyout” (acquisition with a complex financing and guarantee structure) in the situation where the two companies merge (post-acquisition) in order to meet the financing and guarantee conditions imposed by the financier. Lawyers specialized in M&A Romania offer legal assistance and consultancy in the field of business law, as well as in a variety of organizational restructuring activities, such as:
• Changing the form of organization
• National and cross-border mergers
• Disposal of assets and liabilities at national and global level
• Conversion of debts into shares.
In conclusion
Our team of lawyers has many years of experience in selling or buying businesses, setting up a joint venture, merging, and offering consulting services on managing a successful business. Over the last few years, Hammond and Partners lawyers have provided legal assistance and legal advice on various national and cross-border transactions, including mergers and acquisitions, partnerships and purchase or sale of shares in the company’s share capital.
Our lawyers have acquired specific knowledge in business law. Therefore, lawyers in M&A from Hammond and Partners successfully combine legal skills with a unique understanding of the applicable legal framework.
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