One of the most dynamic and complex business field is the mergers and acquisitions one (“M&A”). Our team members have assisted both private equity investors as well as strategic investors on a large variety of M&A deals, both on the sale side as well as on the buy side; our lawyers have been involved on primary and secondary purchase of shares related to minority or majority stakes, sale of minority or majority stakes, mergers and spin-offs, business transfers, recapitalization, leveraged buyouts etc.
Our M&A lawyers have designed the structure for complex M&A transactions (using vehicles headquartered in various European jurisdictions), starting from the biding process and the indicative offer, assisting throughout the negotiation process until the ultimate completion of the deal. Our M&A professionals have been retained to draft and negotiate the whole set of transaction documents: process letters, indicative/ binding offers, term sheets/memoranda of understanding, core transaction documents (e.g. share purchase/transfer agreements, shareholders agreements, subscription agreements etc.) as well as ancillary documents (e.g. corporate approvals, securities, guarantees etc).
Large M&A projects intrinsically involve regulatory issues whom our M&A Practice members are well familiar with: we can assist either in obtaining clearance from competent authorities (such as the National Bank of Romania, the Financial Supervision Authority, the Competition Council, the National Agency for Mineral Resources) or in implementing and registering the transaction. When M&A transactions are analyzed, our team deploys a multidisciplinary perspective: apart from pure legal issues, we are able to address tax and finance issues related to both the project itself as well as its funding (if required).
Our lawyers have large experience in assisting private equity investors having been involved in a series of substantial transactions in various fields (such as renewables, banking, IT, financial services, HoReCa etc.). We have a deep understanding Of the modus operandi of such entities, their governance matters, specific regulatory hurdles and even commercial investment rationale, which enables us to tackle their most sensitive issues and come up with tailored practical solutions.
We enjoy exploiting our experience to the benefit of our clients, financial or strategic investors: following a throughout due diligence process, we can legally assess any potential investment; our findings revealed during the due diligence process will subsequently help us provide our client a protective contractual mechanism against the identified risks. Our solid commercial acumen enables us to naturally walk the fine line between the need for legal protection and the business necessities. When entering an M&A transaction our clients are fully informed of the related risks, but their comfort in making the investment decision is often triggered by the creative solutions our dynamic and innovative team bring forward.