How is a share deal formed?

Through sale rules — the norms on the sale of a thing cover the sale of a right as well.

May conditions be set?

Yes — by conditional transaction: performance is postponed until the event or terminates with it.

Which terms are essential?

Set by a party's request or by law — object, price, transfer.

Does a "merger agreement" exist?

Not for private companies; the matter is carried by sale and conditional-transaction machinery.

M&A Deal Structuring in Tbilisi, Georgia

Deal Structuring is the architecture of the Mergers & Acquisitions (M&A) process. It is the stage where decisions are made on how to execute the transaction to maximize financial benefits, minimize tax burdens, and allocate risks between parties. In Georgia, there are mainly two paths: Share Deal or Asset Deal. The choice depends on many factors: the company's historical liabilities, tax exemptions, transferability of licenses, and employee status. An incorrectly chosen structure can lead to unforeseen tax penalties or deal delays. Specialists on Legal.ge analyze your specific case and create an optimal scheme that protects your interests at the negotiation table.

What Does Deal Structuring Service Cover?

Our corporate and tax lawyers offer:

Transaction Model Selection: Comparative analysis of Share Deal vs. Asset Deal pros and cons for specific goals.
Tax Planning: Calculating the effects of VAT, Profit Tax, and Income Tax. For example, selling shares is often VAT exempt, while selling assets is taxable.
Payment Mechanism Development: Using Fixed Price, Deferred Payments, Earn-outs (bonuses tied to future results), and Escrow accounts to hedge risks.
Corporate Reorganization: Planning merger, division, or conversion procedures before the deal to "clean up" the target company.
Financial Engineering Support: Legal support for Leveraged Buyouts (LBO) and security arrangements.

Real-World Scenarios When You Need This Service

Proper structuring is decisive in the following cases:

Buying a Distressed Company: If the target company has large tax debts, an Asset Deal is better so that debts remain with the old entity.
Acquiring a Licensed Business: If the company holds an exclusive license (e.g., broadcasting, mining) that is non-transferable, a Share Deal is necessary.
Acquiring a Startup: When a large company buys a startup, an Earn-out model is often used to keep founders incentivized to deliver results.
Foreign Investment: When the buyer is a non-resident, Double Taxation Avoidance Treaties need to be considered in the structure.

Deal Structuring