D’Andrea & Partners advises its clients on a wide range of corporate matters, varying from the internal affairs and business operations of a company to their commercial and investment transactions.
Our attorneys at law are highly experienced in advising on the establishment of business entities as well as the restructuring of existing ones, inclusive of joint ventures, wholly foreign owned enterprises, and representative/branch offices in a variety of different emerging countries/regions including China, India, Vietnam, Italy, the UAE, Hong Kong as well as other growing economies across the world
We can effectively guide clients through the entire process of obtaining all of the required licenses and registrations to operate in the selected market as well as providing assistance with the relevant authorities, which helps ensure a smooth transaction while minimizing legal risks and ensuring compliance with regulatory requirements.
D’Andrea & Partners experience in the area of Mergers & Acquisitions (M&A), allowing us to provide our clients with comprehensive solutions from issues at the preliminary stage of M&A proceedings all the way to post incorporation of the M&A, for investors seeking to obtain ownership interest in existing companies, including conducting legal due diligence, preparing share purchase agreements, accompanying and representing clients in negotiations and advising on relevant legal issues.
Some examples of our services in this area include the following:
· Scouting potential acquisition targets or strategic partners;
· Drafting corporate charts and joint venture/shareholders agreements;
· Providing legal opinion on corporate by-laws, governance polices and regulatory companies;
· Performing and overseeing due diligence (Due diligence encompasses a comprehensive and in-depth investigation of a target company's legal and regulatory compliance, potential liabilities, and other legal issues that may arise in the context of a M&A);
· Preparing due diligence reports;
· Negotiating and drafting agreements for the acquisition of equity and assets in all legal aspects at the entry stage of the project;
· Providing legal advice on the laws in regard to private equity, venture capital, initial public offerings, stock options etc.
Activities During the M&A Process
· Negotiating and drafting the various agreements required for M&A, including the purchase agreement, share purchase agreement, and other ancillary agreements;
· Structuring the deal in a manner that is favorable to the parties involved and that meets their business objectives;
· Ensuring that all national and local regulations and securities laws are adhered to during the M&A process;
· Handling the closing of the deal, ensuring that all parties fulfill their obligations and that all necessary documents are signed.
Post Incorporation M&A Activities
· Reviewing internal documents of the company;
· Assistance in the training of new local staff;
· Provide advice on post-closing integration, including governance and management structure for the company;
· Assist with the restructuring of the target company's corporate structure, including acquisition of assets and liabilities;
· Negotiating and drafting agreements for the acquisition of equity and assets in all legal aspects at the exit stage of the project;
· Advice on intellectual property (IP) issues, such as IP transfers, licenses, and protection.