M&A - Mergers and Acquisitions Advisory

Every transaction begins with a clear definition of objectives. We help clients assess which model best suits their needs - whether an asset acquisition, a share purchase, a merger, a demerger, or a joint venture formation. Our team:

• develops the structural model for the transaction and analyses its advantages and risks;
• provides recommendations on the most tax-efficient approaches;
• addresses cross-border considerations where the transaction spans multiple jurisdictions;
• prepares a plan designed to achieve the transaction objectives with the minimum of risk and cost.

Thorough examination of the target prior to closing is essential. Our team provides a comprehensive due diligence process:

• legal review - corporate structure, contracts, regulatory compliance, and litigation risks;
• tax review - tax liabilities, transfer pricing policy, and potential tax exposures;
• financial review - analysis of financial statements, capital structure, and cash flow;
• business valuation - an independent assessment of the target's fair value.

Our team prepares and negotiates all documentation required for the transaction, ensuring that the client's interests are protected at every stage:

• non-disclosure agreements (NDA);
• letters of intent (LOI) and term sheets;
• share purchase agreements (SPA) and asset purchase agreements (APA);
• shareholders' agreements and management agreements;
• closing documentation and coordination of conditions precedent.

Signing and closing are not the end of the process - in many cases, they mark the beginning of the most operationally demanding phase. We assist clients in:

• integrating the acquired business into the existing group structure;
• carrying out the necessary legal and tax reorganisations;
• ensuring ongoing compliance with regulatory requirements;
• resolving disputes that may arise following completion.