Our office has in a number of transactions by finding solutions which were easily applicable in practice and have protected the best interests of our clients. Mostly our assignments include legal due diligence reports, drafting of sale–purchase agreements, shareholder agreements, incorporation acts and negotiation and conclusion of transactions.
Additionally, our practice is to inform our clients on all possible legal consequences of various solutions built in the contracts (e.g. put, call, drag and tag along options) and, by doing so, we always try to achieve the highest possible level of protection of our clients’ interests. Often we have protected our clients’ interests by regulating the manner of management of the companies that were subject to takeovers.
Prior to the transaction, we carry out a due diligence review of the target entities involved. As a result, we identify legal risks related to the deal as well as other legal issues that may prove significant. Based on the information derived from our due diligence we then develop a transaction schedule and structure.
As regards vendor’s due diligence, the pre-transaction support can also embrace a legal review of the situation of the entity being sold in order to identify the potential risks associated with the sales process as well as matters that require special attention during negotiations with the buyer.
Based on instructions from our clients we draft transactional documentation such as letter of intent, contracts between shareholders, contracts for sale of shares – SPAs, corporate resolutions to be adopted, articles of association. We provide market oriented assistance in negotiations over the terms of the transaction to buyers and sellers alike.
We provide legal services to multinational and local corporate clients of our office and advise them on the full set of competition law matters relating to the merger clearance process, restrictive agreements and abuse of dominant position.
Our merger clearance related advice consist of verification of the fulfilment of requirements obliging legal entities to apply for merger clearances. Where this proves to be necessary, we participate in the drafting and submission of merger clearance requests to the Serbian Competition Commission. We closely monitor the process until a merger clearance decision is delivered. The same services apply in relation to different acquisition models in intra-group restructuring of multinational companies.
After the transaction is executed, we advise our Clients on how to fulfill all the related procedural requirements, such as those associated with registration of modifications with the registry or the land and mortgage register. We prepare draft versions of the required documents and represent the Client before the authorities.
Area of practice where our team gained valuable experience in past decade is PRIVATIZATION.