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MERGERS & ACQUISITIONS

Whether 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.

M&A, LBO, MBO

We 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 SALE

When 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.

EXIT STRATEGIES

When 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.

INTEGRATION

In 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 GOVERNANCE

Proper 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.

CORPORATE GOVERNANCE SETUP

Proper 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.

PROFESSIONALISATION OF MANAGEMENT

As 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 FINANCING

With 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.​

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 FINANCING

In 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.

STRUCTURED FINANCING 

Structured 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 INSTITUTIONS

We 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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TURNAROUND MANAGEMENT

Our 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.

TRANSFORMATION

Transformation 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 BANKRUPTCY

Crises 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.

RESTRUCTURING

Restructuring 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.

BANKRUPTCY

If 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 SERVICES

The 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.

CORPORATE AND COMMERCIAL AGENDA

We 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 TRANSFORMATIONS

We 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.

TRANSACTIONS

We 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.
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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).
The content of this site is for informational purposes only; in particular, it does not constitute any recommendation or advice. These pages are generally accessible for reading. Any other use of this site (especially copying, quoting, or other use of the content) is only permitted under the prior written consent of TARPAN Legal s.r.o., advokátní kancelář. Information on personal data processing.
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In accordance with Act No. 253/2008 Coll., on selected measures against legitimisation of proceeds of crime and financing of terrorism, as amended, the company TARPAN LEGAL fulfils its obligation to instruct its clients Instruction on the processing of personal data in connection with AML​.
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© All Rights Reserved | 2018 TARPAN Legal s.r.o., advokátní kancelář
TARPAN Legal s.r.o., advokátní kancelář
Palác Astra
Václavské náměstí 773/4
110 00  Praha 1
Česká republika
tel. + 420 226 522 980

TARPAN Legal s.r.o., advokátní kancelář
Office - Brno
Lidická 2006/26
602 00  Brno

tel. + 420 226 522 990

e-mail: [email protected]
The Czech Bar Association has been authorised by the Ministry of Industry and Trade of the Czech Republic to deal with out-of-court settlement of consumer disputes from contracts for the provision of legal services between an attorney and consumer (authorisation based on Act No. 634/1992 Coll., On Consumer Protection, as amended). The website of the authorised entity is www.cak.cz.
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