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Legal Advisory At Mergers And Acquisitions (M&a) Transactions
Çukur & Partners law firm has been successfully representing corporates, investors and shareholders at merger and acquisition (M&A) and all kind of corporate finance transactions for more than 20 years.
Our experience in this field covers both strategic mergers (in both transaction types based on share sales or business and asset sales) and acquisitions as well as financial investors’ transactions (private equity and venture capital funds, etc.).
Çukur & Partners law firm’s particular expertise and most of the credentials in M&A transactions is focused on mid-range transactions.
Our legal advisory services regarding the mergers and acquisitions transactions for the companies and their shareholders on the seller side cover 360-degree legal service consisting any and all legal consultancy services at every stage of the process, namely preparation to the acquisition and investment transaction, transactional and post-investment legal processes.
In this regard, the services we provide to the companies and the shareholders generally start with the preparation stage for these share or asset sales or financial investment. This is a completely new, unusual and unique process for the companies, shareholders and managers that have never experienced this type of process previously. These companies and individuals may be largely unfamiliar with the roadmap of such M&A transactions, the stages of the process, the contracts and legal documentation used in them, the legal terms and regulations contained therein, and the dynamics of such a negotiation process.
Therefore, the preparation of our clients as the company, company directors and shareholders, both on the corporate and personal levels, for the new situation and intensive process, in order to complete the procedures relating to M&A transactions successfully have a delicate value. In such preparation process, Çukur & Partners’ M&A lawyers, with their experience based on many years and numerous transactions, make a significant contribution to the preparation of the parties for the transaction in every sense.
Besides, the need for companies to be subjected to corporate restructuring and reorganization in various aspects may arise before the M&A transaction process. At this point, Çukur & Partners’ M&A and corporate lawyers provide legal support for the transition process for this structural transformation of the company.
At M&A transactions, which we advise to the seller or the buyer sides, we act as beyond the traditional role of a legal advisor. Çukur & Partners law firm’s priority is also to be a facilitator at each and every stage of the transaction.
When we advise to sell-side, the company and its shareholders, we provide a process and negotiation management support where those will feel themselves in legal safety at the process, where they can fully understand and evaluate the issues that comes to the agenda and defend their rights as necessary.
Likewise, we can provide legal consultancy services for the buyer/investor side of mergers and acquisitions, whether it is a financial investor, fund or a strategic investor, in these processes. We, offer our expert services and reflect the similar legal comfort to our “purchaser/investor party” clients.
In addition to the successful completion of merger acquisition (M&A) transactions in a way that makes all parties satisfied in the short and long term, it is our goal that the legal structures that our firm creates are functional in every sense. We secure the future interests of the parties and enable the company’s business plan to be carry out successfully.
The sectoral knowledge and experience that our firm has, hold critical value in merger and acquisitions. In this respect, Çukur & Partners’ M&A team, which has been serving in various sectors for many years, can provide valuable contributions to the legal process of these transactions.
Çukur & Partners M&A transaction attorneys provide the following services including from the first step of the M&A process to the closing as well as the post-M&A issues of the transactions:
- Confidentiality (NDA) and exclusivity agreements
- Preparing the company, its directors and shareholders for the fund investment and corporate finance process,
- Establishment and development of the legal infrastructure suitable for partnership and investment in the company, restructuring and reorganization of the company where needed,
- Making the company’s articles of association, shareholders’ agreements (if any), internal directives, other corporate documents, shares and commercial books ready for the process,
- Agreements to be made with financial advisors, independent auditing firms and other project stakeholders and consultants,
- Confidentiality (NDA) and exclusivity agreements
- Pre-M&A Agreement/Term sheet (MOU-LOI)
- Data Rooms,
- Due diligence; Drafting of legal due diligence report for the vendor when necessary,
- Share or asset sales or purchasing Agreements,
- Shareholders Agreements,
- Ancillary agreements of the transaction, such as collateral agreements and Arrangements,
- Adaptation of the company’s articles of association, internal directive and other corporate governance documents and shares to the new structure, general assembly, board of directors and trade registry transactions,
- Accomplishment of share transfers and payment,
- Warranties, pledges, mortgages, suretyship and escrow accounts,
- Establishment of international structures when necessary,
- Inter-investor transactions,
- If necessary, merger control permissions from the competition authority
- Legal compliance with call obligation and other special circumstances arising from capital market law in public companies
- All kinds of meetings, negotiations and other legal arrangements required by the process,
At all mergers and acquisitions and corporate finance transactions, Çukur & Partners’ team in the project always led by a partner (with at least 20 years of experience), under the coordination of another partner or a senior lawyer (with at least 10 years of experience), and along by a wide team of lawyers in the required variety and size. The two partner and senior lawyer are always personally involved in all aspects of the transaction including all meetings, negotiations and legal transactions at every stage of the project.
Çukur & Partners’ competition and anti-trust lawyers follow up the whole merger control process of the transactions where needed.
Çukur & Partners’ quality of legal services at M&A and corporate finance transactions is approved and recommended by independent international ranking organizations. We are proud of the high rate of successful completion at these M&A transactions we advised. As a consequence of our self-confidence at this point, we apply and offer accessible, flexible, gradual and completion-based fee models at M&A deals.