M&A deals
Mergers & acquisitions is one of REVERA’s key practices. We are proud of our accumulated experience in M&A.
The list of our services in a particular project depends on the size of the deals and the party we represent.
Supporting M&A deals on the seller's side
Stage 1: Restructuring of the group for the transaction
Restructuring of the group for the transaction
The purpose of this stage is to simplify the future transaction and optimize taxation.
Stage 2. Vendor Due Diligence
Vendor Due Diligence
At this stage, our lawyers perform Due Diligence on the company to be sold and develop recommendations for correcting errors. The potential buyer is provided with a report that enhances the value of the purchase.
Stage 3 Term sheet
Term sheet
Term sheet has several levels of detail, which depend on the specifics of the transaction:
- Letter of intent;
- Memorandum of understanding;
- Term sheet – directly an agreement on the main terms of the transaction.
Stage 4. Legal opinion
Legal Opinion
The purpose of the stage is tax analysis, which results in a report on upcoming tax expenditures.
Stage 5. Step plan
Step plan
Preparation of a step-by-step plan for the implementation of the transaction.
Stage 6. Implementation of the plan
Implementing the plan
At this stage, the lawyers develop the documents necessary 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.
Stage 7. Signing of documents and closing of the transaction
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!
