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Legal Services for Business

Specializations

Reorganization (M&A Transactions)

As part of the restructuring subpractice (M&A transactions) lawyers of Lovtsov Klochko & Partners provide legal services to Clients on the implementation of all types of reorganizations of legal entities, namely in the form of transformation, merger, split-up and split-off.

Over the past decade, Belarus has developed a fairly stable practice in the implementation of reorganizations, which have become quite widespread and as a rule are most often carried out in the following cases:

1. When restructuring a business:

  • when it is necessary to consolidate or split the assets of the Company (group of Companies) for the purpose of tax optimization, for instance;
  • in case of “toxic” liabilities, when there is a choice between initiating a procedure of economic insolvency (bankruptcy) of the Company, which would entail “winding-up” of the entire business, or separating the most liquid part of the assets in order to achieve a certain stabilization and further sustainable business development, while the remaining part of the business is subjected to liquidation / bankruptcy procedure initiation.

2. When performing mergers and acquisitions (M&A) by which, in fact, the purchase and sale of a business is carried out.

Lawyers of Lovtsov Klochko & Partners have a remarkably significant legal support experience in the implementation of all envisaged forms of reorganization of legal entities, and therefore competently help Clients with the choice of the optimum scheme for resolving the specific task, we are able to draw up all the necessary documentation; if required we can represent the Client's interests in his relations with the third parties, i.e. in the registering body and other institutions.

Key activities:

  • Advising (verbal and written) on the implementation of legal entities reorganization;
  • Structuring of M&A transactions and analysis of possible risks in their implementation;
  • Conducting the legal audit (Legal Due Diligence) of the Companies' documentation prior to their sale / purchase through the execution of M&A transactions;
  • Drawing up a phased reorganization plan (Term-sheet);
  • Obtaining the antitrust body’s consent for the reorganization (if required);
  • Drawing up all the corporate and other documentation required during the reorganization, i.e. documents for the state registration of a newly established legal entity (in case of split-up / split-off), or for making changes and (or) additions to the constituent documents (Articles of association etc.) of a legal entity (in case of transformation / merger / split-up);
  • Legal support and/or proxy representation of interests of the founders (participants, shareholders) in the implementation of registration and other procedures in the registering and other state bodies (institutions);
  • Legal support and/or proxy representation of interests within the state registration of the transfer of rights to real estate property in connection with the reorganization.

Contact person:

The provision of legal services is paid on the basis of the cost and pricing principles previously agreed with the Client, namely: either on the basis of a fixed cost of services, or on the basis of a “budget” determining the allowable minimum and maximum cost limits, or on actual labour costs.

Payments are carried out on the basis of an invoice as well as Certificate of services rendered (if payment is made upon completion of the services rendering).

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