We provide all legal services related to capital and asset acquisitions.
In capital acquisitions we represent the clients in acquiring the capital stake, both regarding an existing stake (secondary market), and in cases of a stake arising from the acquisition itself (primary market). In particular:
- We engage in legal analysis of the target whose capital stake is to be acquired (Legal Due Diligence) including the provision of its financial analysis (Financial Due Diligence);
- We prepare contracts on the transformation of a part of or of the whole stake, on shares purchase;
- We procure the votes necessary for approval at the company´s general assembly;
- We provide participation in capital subscription or issued shares´ purchase.
In asset acquisitions based on the sale of the company or of its part, or in purchasing assets of a company, in particular:
- We provide legal assessment of the assets to be acquired (Legal Due Diligence);
- We prepare the relevant contracts;
- We procure the necessary approval of the company´s general assembly;
- We complete all the necessary information obligations.
When undertaking legal assessment, now commonly referred to in English as Legal Due Diligence, we verify the legal quality of the acquisition´s subject. In cases where the business stake/shares are to be acquired, in particular:
- We verify the establishing documents of the company and their amendments;
- We verify all business contracts and obligations including the guarantee instruments;
- We verify relationship to real assets;
- We verify relationship with employees and trade unions;
- We check disputes at court and others still in progress;
- We check the completion of obligations towards the public authorities.
The aim of the inspection is to draw the acquirer´s attention to any legal risks related to the subject of acquisition. Such findings can be useful for the acquirer when considering the action to take or the price to offer.
No matter which document we prepare, we always see to the incorporation of all guarantees for the acquirer, in order to eliminate legal risks.