Attracting investments and M&A in IT

Mergers and acquisitions are always particularly important for any business as they determine strategic development. Their bills are worth millions, and the risks of damages and loss of assets are very high.

Most M&A transactions around the world are structured under English law. It contains various mechanisms to protect buyers and sellers, which, if competently used, create a balanced system of checks and balances for the interests of the parties.

Today investors and founders pay more attention to the detailed determination of cooperation terms in documents, and the struggle of the parties’ interests is sharply felt in the course of preparation and conclusion of the deal.

In M&A transactions, legal support is not just important, it is a must. Their conclusion is always preceded by complex legal checks of acquired businesses. A high-quality audit performed with deep legal expertise and the ability to hedge the identified risks in the transactional documents is a product that our clients come to us for.

Many years of experience in company group restructuring and supporting M&A transactions in various jurisdictions around the world, a qualified team that is constantly expanding and deepening its knowledge and expertise are the main features of REVERA in the M&A legal services market.

Supporting M&A transaction on the part of seller

1. Group restructuring for the purpose of transaction 2. Vendor Due Diligence 3. Term sheet 4. Legal Opinion 5. Step plan 6. Implementing the plan 7. Document execution and closing

This stage aims at streamlining the prospective transaction and optimising tax liabilities.

At this stage our lawyers will carry out a Due Diligence for the company to be sold and elaborate recommendations on error control. A report valuing the target will be furnished to the prospective buyer.

This stage has several specification levels, subject to peculiarities involved:

Letter of intent;
Memorandum of understanding;
Term sheet – agreement on basic terms of transaction.

This stage involves tax analysis and results in a report on tax costs to be incurred.

Preparing a step-by-step transaction implementation plan.

At this stage our lawyers will elaborate all documents required for the transaction:

Purchase agreement;
Shareholder agreement;
Option agreements;
Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
Supporting documents: corporate resolutions and protocols;
Disclosure Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Champagne!

Supporting M&A transaction on the part of buyer

1. Term sheet 2. Due Diligence 3. Legal Opinion 4. Step plan 5. Implementing the plan 6. Document execution and closingDocument execution and closing

This stage has several specification levels, subject to peculiarities involved:

Letter of intent;
Memorandum of understanding;
Term sheet – agreement on basic terms of transaction

This stage indicates to the buyer what exactly what they are buying and the potential risks involved.

At this stage our lawyers carry out legal and tax analysis resulting in a report on the feasibility of the expected transaction structure, possible problem points, prospective tax expenses and other peculiarities.

Preparing a step-by-step transaction implementation plan.

At this stage our lawyers will elaborate all documents required for the transaction:

Purchase agreement;
Shareholder agreement;
Option agreements;
Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
Supporting documents: corporate resolutions and protocols;
Disclosure Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Champagne!