Corporate Law

Corporate law and M&A transactions -
CREATION, REORGANIZATION, AND LIQUIDATION OF JOINT-STOCK COMPANIES:
  • legal support of the creation, reorganization, and liquidation of a business entity;
  • legal support of changes in the type of a joint-stock company;
  • development of constituent documents;
  • registration of newly created or reorganized business entities;
  • registration of changes of the founder (owner);
  • registration of changes in the constituent documents.
MERGER AND ACQUISITION TRANSACTIONS:
  • legal analysis of statutory and legal documents and credit relations with financial institutions;
  • analysis of relationships with counterparties and controlling bodies of the partner company with which a merger is planned;
  • development and drafting of an optimum scheme of carrying out of M&A measures taking into account the minimization of legal, tax, and financial risks;
  • qualified assistance in the preparation and / or direct participation in negotiations with any subdivisions of a potential partner;
  • preparation and / or analysis of documents (preliminary agreements, constituent documents, sales contracts etc.) to be signed during the implementation of the approved scheme.
SUPPORT OF TRANSACTIONS IN THE FIELD OF ALIENATION (ACQUISITION) OF CORPORATE RIGHTS:
  • development of a scheme for acquiring corporate rights;
  • participation in negotiations on the acquisition of corporate rights;
  • registration of transactions in the field of acquisition / alienation of corporate rights (development of contracts as well as their notarization and state registration);
  • formation of the necessary package of documents and obtaining permits (licenses, certificates etc.);
  • resolution of corporate conflicts (protection of rights to participate in management, to receive information);
  • resolution of disputes related to the acquisition, the transfer, and the termination of corporate rights.

Mergers and Acquisitions of Enterprises

The weakening of the impact of state bodies on economic processes and objects in Ukraine contributes to the rapid growth of the market for mergers and acquisitions of enterprises. Most of the methods on which transactions were previously built are still relevant. Nevertheless, modern market participants have new rules based on the analysis of previous mistakes.

 

// WITH DUE CONSIDERATION OF THE PRESENT ACTIVE ECONOMIC LAWS, SUCCESS IS POSSIBLE SUBJECT TO THE CORRECT LEGAL SUPPORT OF MERGER AND ACQUISITION TRANSACTIONS

 

Such transactions require the implementation of a set of measures aimed at an increase in the total value of assets. For example, the implementation of a detailed analysis allows us to assess the feasibility of mergers.


Features of the Reorganization of Enterprises


One way to create a company is to reorganize an existing one by merging several enterprises or by splitting a large corporation into smaller business entities.

When a merger of enterprises occurs, they unite, which results in the formation of a new company.

The following mergers are distinguished:

  • a merger of enterprise forms;
  • a merger of enterprise assets;
  • joining of enterprises.

Acquisition of companies implies the control over the activity of a business entity by purchasing over 30% of its authorized capital (shares, stakes etc.).              In this case, the acquired enterprise does not lose its legal independence.

Acquisition can be:

  • aggressive (the purchase of the majority stake in a smaller company by the acquiring company without the voluntary consent of the acquired company);
  • friendly (with the full consent of the companies).

In case of a threat of aggressive acquisition, the company is urgently advised to take measures aimed at preventing seizure or takeover under acceptable conditions.

As our practice shows, in most cases, it is the acquired company that is the winner as a result of the conclusion of an acquisition transaction.

The current legislation of Ukraine does not provide for a special procedure for reorganization. However, before a merger, an acquisition, a spin-off, or a transformation of companies takes place, all the possible risks and consequences must be evaluated.

 

// IT IS EXTREMELY IMPORTANT TO BE ABLE TO UNDERSTAND VARIOUS FORMS OF MERGERS, TO IDENTIFY KEY OBJECTIVES, AND TO ASSESS THE EFFECTIVENESS AND POSSIBLE ECONOMIC CONSEQUENCES

 

Settlement of Corporate Conflicts


Corporate conflicts refer to the collision of the interests of business partners among themselves or with a third party on the issue of property rights, company management, or asset control.

As a rule, such disagreements arise because of dissatisfaction of one party with the actions of the other. The catalysts of internal corporate conflict are mutual claims of shareholders, ineffective participation in business management, and the use of company resources for personal purposes.

Several types of corporate conflicts exist; however, the following are the most common:

  • an internal corporate conflict between participants (shareholders);
  • an internal corporate conflict between a managing shareholder and other shareholders (participants);
  • an internal corporate conflict between participants (shareholders) and hired managers.

Based on our experience, there are no universal methods for resolving corporate conflicts in Dnipro City. The defense strategy is based on the type of conflict.

The following common elements can be selected:

  • collection and analysis of information on the parties to the conflict;
  • search for vulnerabilities of the client's opponent;
  • development of an action plan;
  • pre-trial settlement;
  • representation of interests in court.

 

// A DIFFERENT VISION OF THE CONFLICT ALLOWS US TO DEVELOP EFFECTIVE METHODS FOR PROTECTING THE INTEREST OF THE CLIENT

 

Corporate Disputes


A corporate dispute is a dispute that arises between the owners, participants, or shareholders of the company regarding the eligibility of participation in management, obtaining financial results of activities, and exercising other corporate rights.

Bankruptcy, challenging decisions of general meetings of shareholders, refusals to issue licenses for activities are also classified under this type of dispute. Often such conflicts can be resolved in a pre-trial order; each case is unique in its own way, however, and sometimes it is impossible to settle the problem without a court decision.

When considering such disputes, it is necessary to take into account the application of interim measures to protect the applicant's property rights and the problem-free execution of a judicial act.

 

// A BENEFICIAL RESOLUTION OF CORPORATE DISPUTES IS IMPOSSIBLE WITHOUT A PARTICIPATION OF HIGHLY QUALIFIED ATTORNEYS

 

Law Agency "Absolute" Limited Liability Company has been providing services in the field of corporate law and M&A transactions for more than 10 years. 

We are approached on the issues of creating a new business or selling an existing one as well as on merger and acquisition or development of a company in order to reach a new level.

Specialists of Law Agency "Absolute" Limited Liability Company offer the support of each stage of the transaction separately as well as comprehensive solutions.

 

// CLIENTS AND PARTNERS ENTRUST US WITH USING NEGOTIATIONS, PREPARING DOCUMENTATION AND CONTRACTS, AND RESOLVING CORPORATE DISPUTES