Corporate | M & A

The development of any business results in the need for search of the most optimal structure and management models. The stability of relations between shareholders and managers, parent and subsidiary companies depends mainly on precise and balanced rules of conduct established by the constituent and internal documents.

Structured corporate documents scrutinized by experienced lawyers based on agreements of shareholders are the key to a sustainable business activity, because the reason for many corporate conflicts lies in the complete absence of regulation or inaccurate formulation of rules for certain corporate relations within a company or group of companies.

As a rule, the expansion policy aimed to expand the business due to mergers and acquisitions of new entities requires engagement of external advisers who provide a high level of legal services for legal audit, structuring of transactions, preparation of conclusions and recommendations for an agreement, development of required legal documents.

Expertise

The lawyers of AGRECA specialize in a wide range of applications of corporate law. We have an extensive experience in providing legal services by preparing written advice and explanations on general issues of corporate law, including, but not limited to, corporate governance, optimization of the structure of the group of companies that are connected by relationships of control, reorganization, liquidation and establishment of new enterprises. Thus, within the implementation of the port reform, we provided legal support to the Ministry of Infrastructure in the process of selection of strategic facilities of port infrastructure and establishment of the Ukrainian Sea Ports Authority on their base.We have an extensive experience within legal support of merger and acquisition agreements. Our most common practice is related to acquisitions of enterprises in the privatization process. During years of development of this area, we have perfected the most optimal structure of the agreement that is based on the privatization legislation and also takes into account the specific internal document flow of the State Property Fund related to holding tender for the sale of majority stakes.

The lawyers of AGRECA have experience in closing merger and acquisition agreements as well. After conclusion of the main contract, you need to take a number of measures related to the change of owners and the introduction of new internal rules of conduct, establishing contractual relationships with new business partners: holding of general meetings, development of new corporate documents, employment contracts, collective agreements, commercial contracts, etc.

In the process of concluding merger and acquisition agreements we follow our main rule: similar to the agreement itself, each enterprise object of the agreement is unique and requires an individual approach.

Legal Services

Our firm is ready to provide the following professional legal services related to corporate law and merger and acquisition agreements:

  • general advising, preparation of written opinions, explanations and recommendations;
  • representation of interests and/or mediation in corporate conflicts;
  • support of securities offerings, registration agreements, and preparation of reporting forms;
  • planning and organization of general meetings, and preparation of required procedural documents;
  • preparation of statutory documents (articles of association, shareholders’ agreements, internal procedures, regulations and instructions);
  • support of merger and acquisition agreements (project planning, legal audit, risk analysis and assessment, preparation of legal documents including documents for participation in privatization tenders, purchase and sale agreements for integral property complexes, shares, memorandums and protocols of intent, etc.);
  • establishment, within the implementation of business projects, of branches, representative offices, and new legal entities including joint ventures and associations of enterprises;
  • support of business projects based on joint venture agreements, including through the establishment of a simple partnership;
  • support of procedures for liquidation or reorganization of legal entities.

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