We are a team of experienced corporate and mergers & acquisitions (M&A) lawyers. We serve our clients in all corporate matters, ranging from assisting in day-to-day activities to carrying out cross border M&A transactions.
Sales and acquisitions
- Selling or buying a company or a business, including management buyout;
- Carrying out legal due diligence;
- Negotiations;
- Preparing all the deal documentation;
- Communication with the regulators, and performing all other activities to achieve the desired result for the client.
Mergers, restructuring, and shareholder relations
- Mergers, divisions and transformations, including cross-border mergers, divisions and transformations;
- Establishing joint ventures and drafting the agreements;
- Creating subsidiaries or branches to relocating to another jurisdiction (stock flips);
- Liquidation, bankruptcy proceedings and reorganization of companies;
- All matters pertaining to shareholder relations such as shareholders’ agreements.
Financing and investor relations
- All matters pertaining to financing and investor relations;
- Advising in negotiations;
- Preparing the deal documentation, executing the transaction, and all matters related thereto.
General corporate
- Incorporating companies, including limited liability companies, public liability companies, limited partnerships and general partnerships;
- Questions related to changes in the share capital, including advice on convertible instruments;
- Drafting Management Board member agreements;
- Participating at General meetings and drafting the minutes of the meetings;
- Supervisory Board meetings and drafting the decisions thereto;
- Providing general corporate governance;
- Communication with the Estonian Commercial Register and assistance with registry proceedings.
Frequently Asked Questions
How do I determine if a merger or acquisition is the right move for my business?
Mergers and acquisitions can be smart moves to grow a business, reach more customers, or make operations more efficient. Before jumping in, it’s important to look at things like financial health, how well the businesses fit together, and where they stand in the market, all while keeping in mind the clients’ business objectives.
There are also legal factors to consider, like making sure everything follows corporate law. Doing a detailed legal review ahead of time helps avoid surprises and makes sure the deal goes smoothly. This includes considering the legal aspects of how the merger or acquisition will impact each side.
How can private equity investors be involved in M&A transactions?
Private equity firms invest in businesses through mergers and acquisitions, usually by buying a big share of the company or helping the current management take over. Their goal is to increase the company’s value by making it run better, reorganizing it, or helping it grow.
Once the business is more valuable, they usually sell it or take it public to make a profit. For private equity investors, closing deals efficiently is crucial, especially when navigating the complexities of middle-market transactions, where the size and nature of the deal can vary widely.
How do I protect my company’s intellectual property during a merger or acquisition?
Intellectual property (IP) is often one of the most valuable assets in a transaction. It’s essential to conduct thorough IP due diligence, ensure proper ownership documentation, and include protective clauses in contracts to safeguard patents, trademarks, copyrights, and trade secrets.
Also, for private equity firms managing portfolio companies, it’s important to check how intellectual property (IP) will be handled according to tax laws and how it might impact the deal itself.
Are there special regulations for public vs. private companies in M&A deals?
Yes, buying or selling public and private companies comes with different rules. Public companies have to follow strict stock market regulations and share important information with the public. On the other hand, a private company has more flexibility, but it still needs to follow relevant corporate laws and make sure its contracts and corporate structure are properly managed.
What role does tax planning play in M&A transactions?
Tax implications are critical in structuring deals efficiently. Factors such as capital gains tax, transfer pricing, and jurisdictional tax laws impact the net gain. Proper planning ensures compliance while minimizing tax burdens for all parties involved.
