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MERGERS & ACQUISITIONSWhether a client needs to secure the sale of a company or identify suitable acquisition opportunities, we can manage the whole process. This starts with documentation for approaching the market and due diligence, proceeds through transaction negotiation, and encompasses preparing transaction documentation and financing and the transaction settlement. We also help tailor the post-acquisition take-over and subsequent integration into the client’s company structure.
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M&A, LBO, MBOWe aid clients in identifying M&A targets suitable to their preferences, undertaking the preliminary valuation, and addressing existing owners.
We consult clients on LBO and MBO, in particular on transaction structure and appropriate financing and creating an internal relationship structure between the acquired SPVs and the target company, including resolving any relevant legal issues. COMPANY SALEWhen working with us, clients benefit from a complete preparatory and customised sales process. The preparatory process includes an evaluation of the current situation and recommendations and implementation of measures to increase the attractiveness of the company being sold. We develop marketing and other resources to address the market, communicate with investors, develop transactional documentation, and enhance the negotiations and transaction settlements.
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EXIT STRATEGIESWhen entering a transaction, we begin to prepare our clients for a possible future sale (exit). Even during acquisition, we anticipate a client’s possible future development and preferences. The result is an optimal transaction structure that protects interests and maximises customer benefits. Subsequently, planning for effective treatment of obtained proceeds becomes an integral part of our process.
INTEGRATIONIn order to minimise potential risks to the clients’ business model, we focus on post-acquisition structure and separate products or activities with different risk profiles. We assist with post-acquisition stabilisation and integrating newly acquired property into the client’s existing structure. We also create a development plan for future entrepreneurial activity.
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CORPORATE GOVERNANCEProper corporate governance is a prerequisite for creating and maintaining enterprise value. It is necessary in all business developmental phases, from initial development through the management professionalisation period to taking value-increasing measures before sale.
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CORPORATE GOVERNANCE SETUPProper internal organization is key. It affects the client’s flexibility and efficiency and has a major impact on competitiveness. In addition to economic and financial parameters, the company’s activities are also crucially influenced by legal regulation. Therefore, it is important that all business activities are carried out in accordance with the relevant regulations and take proper risk prevention into account.
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PROFESSIONALISATION OF MANAGEMENTAs a business grows, so does the importance of proper internal organization and professional management. Many small or family businesses evolve into larger concerns, at which management can no longer rest on the shoulders of a single person. In these and similar cases, it is desirable to transition to professional management. We help clients identify suitable management candidates and set up the necessary mechanisms.
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CAPITAL & A FINANCINGWith our lengthy experience navigating a wide range of funding sources, from risky investments to start-up projects, and from development capital to traditional bank financing, we take charge of the entire financing process for our clients. We design an appropriate structure, perform due diligence, communicate with investors or financial institutions, negotiate transactions, and prepare transaction documentation.
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CAPITAL DEPOSITS (EQUITY)We help our clients reinforce their company equity. Above all, we emphasise preserving financial stability; we always propose methods that respect client preferences and current needs. We offer a variety of solutions, starting with strengthening capital or other capital fund injections and moving to various forms of subordinated debt financing.
MEZZANINE FINANCINGIn some cases, financing through regulated financial institutions is not enough to meet the needs of a business plan. The solution might include finding a mezzanine lender. We help clients find a suitable mezzanine loan provider and prepare the necessary documentation, including securing corporate approvals and making the required registrations.
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STRUCTURED FINANCINGStructured finance uses instruments that reduce financial risks and strengthen the financial stability of the company. Especially for companies whose equity capital is relatively low in proportion to their assets and liabilities, small asset changes may entail considerable capital risk. Structured finance primarily aims to distribute these financial risks.
LOANS FROM FINANCIAL INSTITUTIONSWe analyse all credit financing possibilities available to our clients. We aid in document preparation and support client negotiations with banks and other financial institutions. Subsequently, when drawing up the loan, we are ready to provide all documentation, approval, and registration in connection with the creditor’s security.
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DISTRESS ADVISORYOur clients benefit from our years of experience managing crises at all stages, from the pre-insolvency stage when clients wish to avert bankruptcy to resolving existent bankruptcy. We endeavour to broker a fair solution that impacts our client minimally. Within these situations, we also provide independent business-financial assessment (IBR) and follow-up services.
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TRANSFORMATIONTransformation is a way to increase company value. We readily strategise with clients to achieve this, focusing on areas of potential efficiency and cost optimization improvement. We target products with the highest added value and streamline business processes. We also evaluate the risk and possibilities of each arrangement to ensure the hypothetical failure of one company product or project will not threaten the whole company.
AVERTING BANKRUPTCYCrises may not always lead to bankruptcy. In many cases, taking appropriate measures can avert bankruptcy. As part of our services, we analyse potential threats and focus on possible anti-crisis measures to implement at the enterprise level. We also negotiate with creditors.
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RESTRUCTURINGRestructuring is a necessary measure to preserve a company’s value and avoid any decline. When preparing and implementing a restructuring plan, we emphasise restoring value creation and financial stability. We identify issues, their origin, and corrective measures. We also focus on the company’s market position, its product and the competitiveness, and the company’s overall business model.
BANKRUPTCYIf the situation devolves into bankruptcy and insolvency proceedings are imminent, we first look for a remediation solution. These are always better for all parties. Solving bankruptcy through liquidation is, by contrast, inherently conflicting and leads to losses.
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INDIVIDUALISED SERVICESThe value of our lengthy experience is also reflected in our range of individualised legal services, including routine business activities, transactions, insolvency and intellectual property. We are committed to maximising the added value of our services and cost savings for clients.
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CORPORATE AND COMMERCIAL AGENDAWe guide clients through situations related to normal business activities with essential steps taken throughout the business life cycle. We assist in the day-to-day running of companies as well as in making and implementing key decisions. Legal services in this area include routine corporate services, legal document preparation for supplier-customer relationships, labour law assistance, real estate, rent and so on. We represent clients in dispute resolution and aid in other corporate processes, including mergers, divisions and liquidations.
STRUCTURING AND TRANSFORMATIONSWe coordinate with our client’s project team and other consultants to structure and transform operations with assets and liabilities, including holding structure creation and related analyses. We are poised to prepare the necessary analyses and coordinate implementation processes. In addition, we provide publication, reporting duties and entries in public registers.
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TRANSACTIONSWe work efficiently to conclude transactions for clients, including acquisitions and sales at various points in the business life cycle. These include expansion, ownership shifts due to generational changes and so on. We focus on the areas of greatest client risk, taking into account the specific types of business. Legal services in this area include due diligence, transaction structuring, joint venture agreements, share purchase agreements, assisting transaction settlements, and also escrow services.
INTELLECTUAL PROPERTY
Protecting intangible assets cannot be ignored, as it often forms a significant part of a company’s value. We assist with trademark registration and other intellectual property rights, including license agreement preparation; intangible asset transfers; portfolio management and legal protection of know-how, trade secrets and other intellectual property rights (e.g. source code rights).
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