Merger and acquisition (M&A)
This practice includes services of preparation, structuring and M&A execution.
Companies merging (absorption of some functional companies by new firm) means creation of new company which receive all rights and obligations transferred by two or more legal bodies.
Company’s aquisition means a cancellation of one or more legal bodies whose rights and duties are transferred to another legal body. During an accession of two legal bodies all rights and obligations of affiliated legal body convey to the company applying aquisition.
Worldwide (and especially in Ukraine) M&A is a complicated, many-sided and profitable business. At the same time, in Ukraine above mentioned agreements come laden with many risks which can be taken into consideration and eliminated by assumption of correct planning and settlement of appropriate agreements.
“M&K” is able to provide vocational evaluation of M&A and amend the process of M&A even at any stage of agreement settlement.
M&A makes sense in case if you:
• Buy a business to increase the value of both companies. As a result it will raise the value of your own business substantially.
• Arrange a business procurement deal wishing to intensify your influence at chosen market segment and get strategical advantages.
• Want to decrease your tax fees (it is better to use borrowed money and internal sources of investments).
«M&K»’s lawyers do their best to arrange a merger and all deal phases at highest level! Therefore “M&K” has highly skilled lawyers in its staff. We operate competently and responsibly, permanently improving our professional skills, and do the needful to ensure you in beneficial and favorable cooperation with us.
Within this practice we devote special attention to the procedure of legal Due Diligence (integrated legal examination).
Risks identification during inspection is a priority for our lawyers, as they appear as criteria for further structuring and final deal evaluation.
We would like to draw special attention that results of Due Diligence directly influence dealing model chosen by client, because it is not ever possible to remove all risks found out during Due Diligence by assurances and guarantees. Sometimes legal risks are so important that even other conditions being equal customer will prefer not to buy another company in spite of previous interest, and as result deal falls apart. In such case an acquisition of company’s property instead of its shares may be treated as a solution.
This practice also includes services of protection from company’s hostly takeover.
Last time in Ukraine preplanned business acquisition (company or assets) against its owner’s or management’s will is getting more frequent. On practice lawyers call such occurrence as “hostly takeover” (“raider capture”).
We help our clients to answer the following questions: how to identify sings of hostly takeovers, how the practices of hostly takeover work, and, which the most important, how to protect company from hostly takeover.
List of M&A services:
• Deals structuring taking into consideration the features of tax law, corporate law, competition law, etc.;
• Design of conditions of intendment protocol, pre-agreement, contracts of assets sale, contracts of shares exchange;
• Integrated legal examination (Due Diligence) to identify probable risks of negative consequences and to evaluate (amend) list price;
• Clients’ legal support in interaction with financial institutions regarding financing of M&A agreements: loan agreements, security agreements, long drafts issue, other measures to provide obligations fulfillment;
• Legal assistance in execution of concluded M&A deals;
• Protection from hostly takeovers;
• Share conflicts (relationships of majority and minority shareholders)
