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.
Our team specializes in supporting startup investments at both early and later stages. We provide full legal support for venture deals—from fundraising to exit. Our project portfolio includes deals involving business sales to buyers from the U.S., the U.K., Latvia, Lithuania, Estonia, and Poland, as well as investment transactions in Belarus, Poland, Cyprus, and the U.S.
Our services
Venture Deals
We provide legal support to startups and investors throughout the investment process at various stages.
During fundraising, we assist both startups and investors by:
- Conducting due diligence on the investment target or preparing the company for due diligence by an investor.
- Providing support during negotiations.
- Designing and recommending the optimal investment structure.
- Drafting and explaining the term sheet, SAFE, and CLA for early-stage investments.
- Drafting and explaining the term sheet, SSA, SPA, and SHA for later-stage investments.
- Carrying out necessary corporate procedures.
M&A Deals
We have extensive experience successfully supporting business purchase and sale transactions in the IT sector.
During an M&A deal, we assist both buyers and sellers by:
- Conducting due diligence on the target company or preparing the company for due diligence by the buyer.
- Providing support during transaction negotiations.
- Offering business restructuring options.
- Designing and recommending the optimal deal structure.
- Preparing transaction documents, from the term sheet to SPA and APA.
- Carrying out necessary corporate procedures and notarial formalities.
- Assisting with obtaining required regulatory approvals (antitrust clearance, regulatory sale notification, and others).
- Overseeing the transaction closing process.
Supporting M&A transaction on the part of seller
1. Group restructuring for the purpose of transaction
This stage aims at streamlining the prospective transaction and optimising tax liabilities.
2. 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
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
This stage involves tax analysis and results in a report on tax costs to be incurred.
5. Step plan
Preparing a step-by-step transaction implementation plan.
6. 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
Champagne!
Supporting M&A transaction on the part of buyer
1. 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
This stage indicates to the buyer what exactly what they are buying and the potential risks involved.
3. 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
Preparing a step-by-step transaction implementation plan.
5. 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 closingDocument execution and closing
Champagne!
