M&A

When buying a company in Belarus (shares, parts or a unitary enterprise), the new member (owner) wants to make sure there are no material risks affecting performance of business. Such risks can be assessed by analyzing the documents and activities of the facility, namely: verifying the commercial structure, specifics of the counterparty company transactions, license and IP, movable and real estate property, information on taxation and finance, availability of obligations and debts.     

We consult both the seller and the purchaser. In each situation, we know what it all actually depends on in the course of preparing, interpreting and judicial review of legally relevant documentation.

After the subject purchased has been verified, negotiations between the parties are started. The subjects to be discussed are: the asset value, the payment procedure, aubsequent management issues as well as obligations and guarantees of the parties. In each such situation, it is important not only to register the results and essential terms of the deal (in the form of memoranda, term sheet agreements), but also to control the course of negotiations.

Depending on the DD results, strategy selected and the lawyer’s skills, the deal can resenble a tender, a speculation for fall, a zero-sum game or even an interview.

An efficient structure of the facility purchasing deal shall consider all legal aspects of the planned deal including tax planning, assessment of observing the antitrust or corporate laws of Belarus, guarantees. Thus, it helps saving the client’s time and money.

It must be noted that knowledge of international law and the presence of our regular partners in “countries with reduced taxation” allows our prompt assistance in the deals that use the law of foreign countries (the United Kingdom, Cyprus, etc.), as well as the deals with participation of residents of foreign countries (Switzerland, Cyprus, Great Britain, Lithuania, Israel, etc.).

The deal support process includes development of all the documents required for entering and implementation of the deal, namely: corporate permits and approvals, contracts and agreements, changes in the articles of association, documents for administrative procedures.

Company’s lawyers shall supervise the broker’s and the depositary’s activities, the client will receive the documents on asset ownership.

A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.

We prepare document packages for the client’s participation in auctions and competitions. The company’s lawyers participate in drafting of edicts and regulations of the President of the Republic of Belarus, Government regulations and resolutions of local government bodies, participate in their coordination.

Our work allows defending the client’s interests while coordinating the complex terms of the deal (number of jobs, maintaining the average monthly salary of employees, making additional contributions to the authorized capital, etc.). The lawyers of Arzinger Law Offices will offer advice on mergers and acquisitions of government enterprises with poor financial standing, including bankrupt ones.

After successful acquisition of the facility, it is important to ensure its active work. To do this, sometimes it is important, for example, to reduce the number and the influence of minority shareholders or to change the management.

The lawyers task is to propose the lawful methods of resolving problematic situation after successful completion of a deal with the facility.

By understanding the goals and objectives of the parties, our lawyers assist in incorporation of joint ventures in design of relationships of the parties. When developing constituent and other documents, we pay special attention to governance issues, the procedure of managing of parts/shares, interests of major (minor) shareholders, responsibility management.

By coordination of the negotiating process, we find negotiable ways to resolve deadlock situations.