Legal Due Diligence

When buying a company or a share in a company, a new owner faces potential risks, as such company may have, prior to being sold, violated the law. As a consequence, a new owner may be brought to responsibility, which, over the long term, will drastically decrease such company’s value.

Legal Due Diligence is a procedure involving a legal inspection of a company that is normally carried out prior to purchasing.

As part of a Legal Due Diligence, lawyers normally check:

  • corporate issues (how the company was created and how respective shares in the company were purchased);
  • company’s basic value (real estate units, fixed assets, or titles to intellectual property);
  • essential agreements/contracts or other assets whose non-compliance with laws may entail penalties or other losses.

Our services

  • Analysing constituent documents, corporate internal acts, preparing recommendations to optimise your corporate relations and corporate structure.
  • Analysing company’s title to movable and immovable assets, financial placements in other companies.
  • Analysing company’s business activity with respect to any disputes with third parties, judicial proceedings, restrictions and/or encumbrances on disposal of property.
  • Revealing business risks, contingent claims from counterparties or state authorities.
  • Assessing risks of forfeiture of right to hold assets.
  • Checking availability of all required permits/authorisations (licenses, certificates, etc.).

1.

Assessment

During this stage, on the basis of a furnished checklist, we will assess the scope and define the cost of a Legal Due Diligence.

2.

Preparatory stage

During the preparatory stage, our specialists or participants of the selling company will prepare documents required for the due diligence.

3.

Main stage

During the main stage, REVERA’s lawyers will check all furnished documents, assess risks and prepare the final report. The final report will indicate all detected violations and other flaws, evaluate the consequences and provide recommendations on remedial actions.

4.

Concluding stage

The concluding stage involves presentation of the final report to client, discussion of potential risks and decision-making on further monitoring of the project: remedial actions or debugging control, preparation for purchasing a share, or refusal to purchase.

Experts in the field

Mikita Talkanitsa

Mikita Talkanitsa

Senior Associate

m.talkanitsa@revera.legal

Projects

Mamboo Games

REVERA has accompanied the entry of game dev studio Mamboo Games into an international gaming brand, the leader in the Eastern European online entertainment market. The REVERA team provided comprehensive support for the investment transaction: conducted a legal audit of the company, structured the transaction, developed all the packages of documents (convertible loan agreement, option agreement, partnership agreement, non-competition agreement, corporate documents on joining the company), advised the parties on tax consequences of the transaction.

New Tech Online

Supporting an M&A transaction involving a purchase of a Belarusian gambling business by New Tech Online company. REVERA’s lawyers provided full-fledged support for the transaction, from the Legal Due Diligence stage to the stage of complete transfer of title and acquisition of an online-gambling licence.

Playtech

A number of Due Diligence procedures by order of a global leader in online games and processing in respect of IT companies being potential M&A targets.

FREOR

Comprehensive Legal Due Diligence for a unique manufacturer of commercial cooling equipment.

An M&A transaction for Optibet

Supporting an M&A transaction involving acquisition of a Belarusian gambling business by Optibet company. REVERA’s lawyers provided full-fledged support for the transaction, from the Legal Due Diligence stage to the stage of complete passage of title and acquisition of online-gambling licence.

A major FMCG retail company

Due Diligence for the purposes of evaluation and performance of a transaction involving admittance of a Lithuanian investor.

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Publications

publications in the media

iGaming in the Crosshairs: How to Protect Against Cybersquatters and What UDRP Has to Do With It

iGaming in the Crosshairs: How to Protect Against Cybersquatters and What UDRP Has to Do With It analytical materials

Expert Guide to Personal Data Protection in Georgia

Expert Guide to Personal Data Protection in Georgia publications in the media

When the Code Leaves with the Employees: How to Protect Your IT Business Before It’s Too Late

When the Code Leaves with the Employees: How to Protect Your IT Business Before It’s Too Late news

Apple Overhauls App Store Terms for the EU

Apple Overhauls App Store Terms for the EU analytical materials

Doing Business in Georgia

Doing Business in Georgia news

От разблокировки счёта до UDRP-спора: 15 задач, которые REVERA решила за две недели

От разблокировки счёта до UDRP-спора: 15 задач, которые REVERA решила за две недели