Corporate & M&A

Taj provides a full range of corporate law services from complex advisory services related to major business life events (including advising in restructuring and M&A processes) through to general secretarial services.

CORPORATE AND SECURITIES LAW

Managing a business today is complex. Leaders need guidance on a broad range of activities including business start-up requirements, trading activities of an entity, expansion efforts, dissolving or unwinding of a business as well as general questions arising from day-to-day operational activities. Taj’s services include advice in relation to:

  • Formation and dissolving of entities (whether profit or non-profit  and branches)
  • Secretarial advisory services
  • Governing and managing bodies
  • Shareholders’ conflicts
  • Securities issuance, including share capital increase
  • Stock market transactions
  • Regulatory reporting
  • Securities law
  • Corporate litigation

Taj lawyers work with other Deloitte Legal and Deloitte Tax professionals to give clients cohesive guidance based on their individual and unique circumstances. Deloitte specialists can also provide consulting, accounting, and financial advisory services. Deloitte has deep experience across a wide range of industries and sectors and jurisdictions.

CORPORATE COMPLIANCE

In an environment of increased transparency, failure to comply with corporate governance rules and guidelines can have a direct and material impact from a legal and reputational perspective. This is particularly true for listed, regulated and financial entities where compliance breaches may have a negative long-term impact on the success of the business. Taj focusses on each client’s risks and needs regarding:

  • Managing organization legal structure, composition and regulations
  • Prevention of director liability issues
  • Codes of conduct and best practices
  • Monitoring system and rules (committees, reporting obligations)
  • Core sector reporting requirements
  • Board remuneration policies

Taj professionals work closely with their colleagues around the world to help companies manage risks and remain compliant with their corporate reporting and other obligations. Taj lawyers have strong foundations in the business community which they serve which can be a valuable asset when cross border complexities arise.

CORPORATE REORGANIZATIONS

In an increasingly competitive market, success requires an efficient corporate structure aimed at minimizing costs and optimizing profits. Taj lawyers can advise on the design and selection of a suitable corporate structure for a business, as well as assist with the execution of a variety of corporate restructuring activities including:

  • Change of corporate form
  • National and cross-border mergers
  • Spin-offs
  • Closing down or liquidation of companies
  • Contributions in cash or in kind, restoration of the net equity
  • Assignment of domestic and global assets and liabilities
  • Debt for equity swaps
  • Cross-border transfer of registered office
  • Establishment abroad

Taj lawyers work with other Deloitte Legal and Deloitte Tax professionals to give clients cohesive guidance based on their individual and unique circumstances. Deloitte specialists can also provide consulting, accounting, and financial advisory services.

NATIONAL AND CROSS-BORDER MERGERS

Successful mergers are based upon a deep understanding of industry dynamics, the nature of the merging entities and well thought-out integration plans. In today’s globalized world, many deals occur cross-border and call for multijurisdictional coordination. A clear understanding of specific legislative requirements and commercial issues in the respective countries is required. Taj lawyers assist companies with:

  • Designing suitable structures for the transaction
  • Managing the regulatory aspects of cross-border mergers
  • Identification of legal issues arising as a result of a merger
  • Review of contracts that could be affected by the merger
  • Drafting of documentation for the formalization and execution of the transaction

Taj lawyers work with other Deloitte Legal and Deloitte Tax professionals to address and navigate complexities that naturally arise from transactions. Deloitte specialists can also provide consulting, accounting, and financial advisory services in multiple jurisdictions. Deloitte can assist with national and cross-border mergers in a variety of industries.

SHAREHOLDER AGREEMENTS

For company business to operate efficiently and as intended while avoiding gridlock within the corporate structure, shareholder relations need to be carefully and proactively managed. Shareholder agreements regulating the primary rights, obligations and interactions between shareholders are essential instruments for preventing and managing potential conflicts that may arise.

Taj lawyers assist companies with negotiation and execution of shareholder agreements relating to:

  • The regulation and structure of governing and managing bodies
  • Resolutions subject to qualified majority
  • Control restrictions on the transfer of shares/Exit strategy
  • Dividend policies
  • Deadlock clauses
  • Non-compete and business transition provisions

Taj lawyers have experience with and understands the nature of shareholder relationships in different types of entities. Additionally, we bring industry knowledge that enables us to help companies understand and address sector specific issues. These qualities enable us to adapt our approach to suit the needs of individual organizations.

FAMILY PROTOCOLS

The proliferation of conflicts within the framework of family owned companies has resulted in a wide range of civil and corporate issues affecting privately owned business. Taj offers services in this area include assistance with:

  • Negotiation and implementation of family protocols, including representations and warranties
  • Working and other ad hoc service contracts for family members
  • Dividends and other compensation formulas and policies
  • Share transfer regimes

Taj lawyers work with other Deloitte Legal and Deloitte Tax professionals to provide well-rounded solutions to business challenges. Deloitte specialists can also provide consulting, accounting, and financial advisory services in multiple jurisdictions. Deloitte tailors his approach to the industry and the circumstances of individual families and their businesses.

ACQUISITIONS, DIVESTURES AND JOINT-VENTURES

In today's global business environment, expansion strategies, alliances and divestitures often give rise to a wide range of legal, tax, regulatory, and other issues which may impact the overall success or failure of a transaction. Taj lawyers advise businesses throughout every stage of a transaction, from negotiation through to execution, for share and/or assets deals. We provide advice on suitable structures as well as:

  • Assist with legal review of the target,
  • Draft ancillary documents and relevant agreements, whether buy-side or sell-side, including  letters of intent, memorandums of understanding, share purchase agreements, representations and warranties, shareholders’ agreements or business transition agreements
  • Follow-up of post-acquisition litigations

We also advise on financing documentation and security packages, whether such financing is provided by banks or private equity funds.  

Taj has extensive experience in cross-border deals in a variety of industries. Taj lawyers work closely with their Deloitte colleagues around the world who have strong foundations in the business community which they serve. This is a valuable asset if and when cross border complexities arise.

PRIVATE EQUITY AND VENTURE CAPITAL

In today's global business environment, expansion processes, alliances and divestitures present a wide range of legal, tax, regulatory, and other issues which may lead to the success or the failure of the investment.

Taj lawyers provide advice at all stages of a private equity (PE) or venture capital (VC) transaction, including:

  • Design of the most suitable structure (MBO, LBO, MBI, BIMBO)
  • Setting up of the fund
  • Advice on the regulatory framework
  • Legal review of the target
  • Drafting of the documents to reflect the commercial objectives of the business and the shareholders relations
  • Executing the transaction and advising on legal negotiating strategies, management of the investment fund and portfolio exit strategies

Clients benefit from Taj’s deep experience within corporate and M&A, our understanding of the PE/VC markets and industries, and our close collaboration with our colleagues in other disciplines within the Deloitte global organization.

LEGAL PURCHASER AND VENDOR DUE DILIGENCE

Appropriate assessment of the risks associated with a target company or a projected transaction can be the difference between the success and failure of the deal. Taj lawyers assist businesses with legal purchase and vendor due diligence including review of any required aspects of the target company (including contract and litigation due diligence), identifying contingencies and risks that may arise as a result of the sale or purchase of an entity, highlighting legal considerations and drafting of the relevant diligence reports. Taj lawyers also help companies with the tactical aspects of the transaction such as the negotiation strategies and drafting and execution of the required documents (including representations and warranties).

Companies benefit from Taj’s deep experience with corporate tax and M&A, and our understanding of local and global markets. Deloitte specialists can also provide consulting, accounting, and financial advisory services in multiple jurisdictions. Deloitte's international presence and cross-border capabilities set it apart traditional law firms.

POST-MERGER & ACQUISITION INTEGRATION ACTIVITIES AND LEGAL ENTITY REDUCTION

Finding the right merger candidate and negotiating a deal are only the first steps in the path to deriving value from a transaction. Once a deal closes, it is essential to effectively integrate the businesses and structures of the entities in order to realize the intended benefits of the transaction. Taj lawyers help companies rationalize and simplify corporate structures and internal proceedings for the integrated group. We have a solid understanding of and experience in a wide variety of industries and sectors. Our lawyers work closely with other Deloitte legal and tax professionals. to help ensure businesses consider multiple perspectives and business impacts prior to making strategic decisions. Deloitte specialists can also provide consulting, accounting, and financial advisory services in multiple jurisdictions.

Donato Raponi, former head of the vat and other turnover taxes division at the European Commission, has joined Taj law firm, a Deloitte network entity, as a Partner.

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