Global trends and future challenges increase the importance of procurement in each company, thus becoming strategic for the success of the organization.
In principle, procurement must be involved from the very beginning in the research-development-design processes in order to be able to research the market in terms of technology, costs, deadlines and quality before the emergence and demand of production. This orientation requires a different way of thinking and an abandonment of the conventional approach to acquisitions in the company.
The partial or complete acquisition of a Romanian company requires a legal, fiscal and financial analysis.
Risks you can avoid if you seek the advice of a lawyer in M&A Romania:
– Conducting the auction in the wrong conditions – consulting for public procurement includes the examination by a specialist of the tender documents. Thus, he may discover inaccuracies that will be prevented by drawing up a fair offer and negotiating final agreements.
– Non-compliance – with the help of a merger and procurement lawyer you can avoid possible problems and develop appropriate strategies to comply with public procurement and/or tendering regulations and procedures.
– Inconsistency of procedure – an M&A lawyer will help you prepare a clear and well-structured approach – from the commercial evaluation to the final award or execution of the contract.
Mergers and the acquisitions of shares
There are several factors that can influence the decision to acquire shares or to merge. In the case of the acquisition of shares, the meeting of shareholders is not necessary and their votes do not matter either. If the shareholders of the target company do not like the offer, they are not asked if they accept or have to sell the shares they own. In a share purchase, the acquiring company may deal directly with the shareholders of the target company through a public offer without taking into account the option of the management or of the board of directors of the targeted company. In some cases, the managers of the target company show a certain resistance, and this behaviour will cause an increase in the cost of acquiring the shares so that it is higher than the cost of a merger. Frequently a minority of shareholders will hold a significant stake and thus the target company cannot be completely absorbed. The complete absorption of one company by another is achieved through a merger.
The main areas of consulting services for M&A lawyers are:
– Preparation and negotiation of pre-contracts (eg letters of intent, confidentiality and exclusivity agreements);
– Structuring and managing transactions;
– Preparation and negotiation of the contracts necessary for transactions and accompanying documents;
– Post-contract services, including post-purchase/sale restructuring;
– Review of the contracts that could be affected by the merger;
– Consultancy regarding the financing of acquisitions;
– Merger and acquisition transactions in crisis and insolvency situations;
– Implementation of guarantee claims from acquisitions of companies and participations.
Hammond’s M&A attorneys and Partners are qualified to assist you with national and cross-border mergers in various industries:
• Identifying the legal issues generated by the merger
• Reviewing contracts that could be affected by the acquisition of shares
• Preparation of the necessary documentation for the transaction
In conclusion
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 law firm can be confident that they will benefit from the best legal advice to get the best and appropriate decisions.
