M&A

The support of M&A transactions contains a significant set of stages, each of which requires serious preparation and, for proper implementation, high-quality support from a legal consultant.

ADER HABER ensures the provision of all key services at the stage of preparing the company for M&A, the selection of a counterparty and target objects, support for the conclusion of a transaction and subsequent monitoring of the fulfillment of obligations of all parties, the construction of a reliable corporate governance system, as well as protection against negative actions of contractors and third parties.

Due diligence holds a leading position in the initial stages of M&A transactions. ADER HABER provides a range of services for the multipurpose verification of assets, business activities, the contractual base of potential and existing counterparties, as well as the client himself at all stages of doing business, conducting transactions and passing inspections by government authorities for hidden or obvious risks, violations of the law, potential and ongoing litigation.

Legal, financial, tax and strategic audit services are most in demand during the reorganization of a legal entity (during mergers, acquisitions, spin-offs or separation of legal entities), construction, obtaining financial support, acquisition of large and valuable assets (land, real estate, corporate rights) , as well as at the conclusion of partnership and agency agreements providing for long-term joint business activities.

Services

Preparing a company for M&A
  • due diligence of the company and risk assessment before carrying out M&A transactions
  • analysis of the profitability of the proposal, the compatibility of the combined companies
  • the formation of an individual model of mergers and acquisitions
Legal audit
  • observance of corporate law when selling of shares / shares, as well as when making major transactions with property of legal entities that are part of the business being sold
  • rights to objects of movable and immovable property, the presence of encumbrances and restrictions
  • rights to intellectual property
  • observance of labor law
  • observance of legislation in the field of industry and environmental protection
  • the legality of activities requiring licensing and / or certification
Financial audit
  • inventory of key assets
  • assessment of the internal control system
  • analysis of the existing workflow system
  • revenue analysis by business segments and key counterparties
  • cost diagnostics by elements and by segments of activity
  • analysis of key items of assets and liabilities
  • analysis of loan portfolio and collateral
  • cash flow analysis
  • analysis of the degree of completion of initiated investment projects
  • events after balance sheet date
  • audit of special purpose: conclusions on the components of financial statements, conclusions on the implementation of contractual agreements, conclusions on generalized financial statements
Tax audit
  • assessment of the accuracy of determining the tax base
  • assessment of tax assessment on the amounts and terms for compliance with tax legislation
  • risk assessment of taxes and payroll taxes
  • complete or selective examination of primary documents and tax registers for compliance with legal requirements in order to assess errors in their design and reflection
  • compliance with tax laws
Strategic audit
  • competitive position of the company in the market
  • company marketing strategy and development potential
  • marketing and sales management system
  • processes for making and implementing strategic decisions
  • preliminary assessment of the internal control environment
  • organization of work of the internal audit service
  • providing an independent assessment of the work of the internal audit service
M & A transaction support and subsequent monitoring
  • development of a contractual base for M&A transactions
  • support and support of transactions at all stages of the transaction, including financial modeling, structuring, tax advice, participation in negotiations and support at the completion of the transaction
  • services of independent directors, board members and supervisory boards
  • preparation of reports for investors, incl. management, tax and operating
Hostile Takeover Protection
  • development of strategies to protect against hostile takeovers
  • representation of client interests

Specialists

Aleksandra Fedotova
Partner, Attorney, PhD in Law
News
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