M&A deals
Mergers & acquisitions is one of REVERA’s key practices. we are proud of our experience in M&A and our involvement in significant transactions in IT-businesses.
The REVERA group’s lawyers provide expert legal support for transactions in both the real and IT sectors. A list of our services under a particular project is subject to transaction scope and the party we are going to represent.
Supporting M&A transaction on the part of seller
1. Group restructuring for the purpose of transaction
Group restructuring for the purpose of transaction
This stage aims at streamlining the prospective transaction and optimising tax liabilities.
2. Vendor Due Diligence
Vendor Due Diligence
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.
3. Term sheet
Term sheet
This stage has several specification levels, subject to peculiarities involved:
- Letter of intent;
- Memorandum of understanding;
- Term sheet – agreement on basic terms of transaction.
4. Legal Opinion
Legal Opinion
This stage involves tax analysis and results in a report on tax costs to be incurred.
5. Step plan
Step plan
Preparing a step-by-step transaction implementation plan.
6. Implementing the plan
Implementing the 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.
7. Document execution and closing
Document execution and closing
Champagne!
Supporting M&A transaction on the part of buyer
1. Term sheet
Term sheet
This stage has several specification levels, subject to peculiarities involved:
- Letter of intent;
- Memorandum of understanding;
- Term sheet – agreement on basic terms of transaction.
2. Due Diligence
Due Diligence
This stage indicates to the buyer what exactly what they are buying and the potential risks involved.
3. Legal Opinion
Legal Opinion
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.
4. Step plan
Step plan
Preparing a step-by-step transaction implementation plan.
5. Implementing the plan
Implementing the 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.
6. Document execution and closing
Document execution and closing
Champagne!
