Support of business purchase and sale agreements, mergers and acquisitions (M&A agreements)

Support of business purchase and sale agreements, mergers and acquisitions (M&A agreements)

1.1 Support of M&A transactions on the part of the buyer.

1.2 Support of M&A transactions on the seller's side.

1.3 Legal audit before buying or selling (Legal Due Diligence).

1.4 Comprehensive audit before buying or selling (legal, financial, tax, IT and information security).

1.5 Assistance in building a corporate structure before the sale.

1.6 Support of M&A agreements outside Ukraine.


1.1 Support M&A transactions on the buyer's side.
SBH Law Offices provides legal support for M&A transactions on the buyer's side, taking into account the business sector, business-related assets, and risks identified during the pre-sale inspection of the acquired business. Our lawyers are ready to provide legal assistance in the following areas:
  • Legal analysis of corporate rights to acquired business (shares, stocks) from sellers (LDD corporate rights).
  • Preparation of sales contracts and other agreements under the business acquisition agreement, participation in negotiations on the part of the buyer.
  • Advising the Client on the acquisition of business (shares, stocks), under the terms and conditions of the contract of sale and other agreements.
  • Advising the Client on the risks identified in the course of LDD corporate rights, on the possible impact of risks on the transaction and the subsequent conduct of the acquired business.
  • Advising the Client on antitrust law, the need to obtain from the AMCU permits for the concentration of economic entities, legal support for obtaining a concentration permit.

1.2 Support M&A transactions on the seller's side.
The SBH Law Offices corporate practice team has experience in supporting M&A transactions on the seller's side. In such agreements, it is important to take into account the history of doing business, the structure of assets and liabilities of the business, etc. SBH Law Offices specialists are ready to provide legal assistance in the following areas:
  • Preparation of the company for sale (restructuring, reorganization, preparation of documents for LDD by the buyer).
  • Preparation of sales contracts and other agreements under the business sale agreement, participation in negotiations on the part of the seller.
  • Consulting the Client on the sale of business (shares, stocks), under the terms and conditions of the contract of sale and other agreements.
  • Consulting the client on the risks identified in the course of LDD corporate rights, on the possible impact of risks on the transaction.
  • Consulting the client on the taxation of income from the sale of business (shares, stocks).
  • Advising the Client on antitrust law, the need to obtain permits from the AMCU for the concentration of business entities.

1.3 Legal audit before buying or selling (Legal Due Diligence).
Legal Due Diligence is an important part of the preparatory work before a deal to buy or sell a business. The purpose of legal audit is to establish the existence of business risks, as well as to make recommendations for the maximum reduction of such risks in case of their detection. LDD will help you identify how honestly your company is doing business, whether it has made mistakes and violations that could lead to negative consequences in the future.
The SBH Law Offices team has experience in conducting LDDs of various companies and conducts legal audits in the following main areas:
  • Audit of constituent and corporate documents.
  • Audit of the company's activities for compliance with the requirements of the law (checking the company for the necessary permits, licenses, certificates and certificates, etc.).
  • Audit of contractual work (analysis of concluded contracts and standard forms, compliance with the parties' order of execution of contracts, verification of proper approval by the company's management bodies, development of recommendations for minimizing risks when concluding commercial contracts).
  • Audit of fixed assets and tangible assets of the company, real estate.
  • Audit of proper registration of labor relations with employees.
  • Audit of intellectual property.
  • Audit of foreign economic activity.
  • Checking for litigation and claims from contractors.

1.4 Comprehensive audit before buying or selling (legal, financial, tax, IT and information security).
A comprehensive audit before buying or selling a business is a necessary element of the agreement. It is important for the buyer to know whether the company is operating properly and to be aware of all the risks that could lead to negative consequences for the buyer after the transaction. Conducting a comprehensive audit is the key to successful investment.
SBH Law Offices conducts legal audits of any level of complexity, as well as facilitates other types of audits (financial, tax, IT and information security):
  • Financial audit is an audit of the economic and financial condition of the company, its financial statements.
  • Tax audit is conducted in order to identify the facts of improper tax accounting, incomplete or excessive payment of taxes and contributions, errors in filing tax returns, as well as assessing the tax risks of the existing business practices.
  • IT audit is conducted to verify the state of information technology and systems of the company, their compliance with business needs.
  • Information security audit is an examination of the state of the company's security systems and the degree of security of information systems, as well as determining the compliance of the information security system with the requirements of the law.


SBH Law Offices organizes and coordinates a comprehensive business audit with the involvement of reliable and competent contractors. As a result, our customers receive an operational full analysis of all aspects of the business before buying or selling it.


1.5 Assistance in building a corporate structure before the sale.
The issue of building a corporate structure becomes relevant if the location of the business affects several jurisdictions, or if the structure of the agreement is offered by the buyer.
When assisting in the development of the corporate structure of SBH Law Offices:
  • Conducts legal analysis of current corporate structures for possible optimization in order to simplify the process of selling a business and shorten the term of the agreement (in practice, the sale of one holding company in an umbrella structure takes less time than the sale of several companies in a horizontal structure, simplifies KYC procedure owner).
  • Advises on the terms of the transaction with shares, stocks of the company.
  • Advises on tax liabilities in connection with the transaction.
  • Administers the work of foreign consultants if the scope of the agreement includes companies in foreign jurisdictions.
  • Prepares a step-by-step plan for corporate restructuring, which may include the establishment of companies in foreign jurisdictions, the conclusion of agreements with shares, stocks.
  • Participates in negotiations.
  • Accompanies the process of corporate restructuring, involving foreign consultants if necessary.

1.6 Support of M&A agreements outside Ukraine.
SBH Law Offices'  lawyers and attorneys consult companies and shareholders on cross-border transaction support, including the following issues:
  • Development of corporate, financial, contractual models for the agreement.
  • Preparation and approval of documents under a foreign law agreement.
  • Assistance in conducting LDD of foreign companies.
  • Participate in negotiations under the agreement as stakeholder representatives.
  • Administration of the conclusion and execution of the agreement (including obtaining the necessary permits and certificates, issuance of shares, other necessary registration actions).
  • Comprehensive legal support of agreements.


Legal aid is provided with the involvement of local law firms - contractors to carry out registration actions and consultations under local law.

  

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