M&A (Mergers and Acquisitions) Advisory is a complex service encompassing full legal and strategic support for buying and selling businesses. This is a top-tier corporate service where lawyers act not only as legal advisors but also as project managers. In Georgia, M&A transactions often involve complex negotiations, multi-faceted audits, regulatory approvals, and financial structuring. Whether acquiring a local competitor, entering of a foreign investor, or exiting a business, the success of the process depends on attention to detail and proper planning. M&A advisors represented on the Legal.ge platform help you from deal initiation to successful closing, ensuring you receive maximum value and minimize risks.
What Does M&A Advisory Service Cover?
This service is an "umbrella" covering all stages of the deal:
- Strategic Planning: Defining goals (buy or sell), identifying target companies, and market research.
- LOI and Term Sheet: Drafting and negotiating the Letter of Intent and key terms document, creating the deal framework.
- Due Diligence (DD) Coordination: Managing the legal, financial, and tax audit process. On the sell-side — preparing the Data Room; on the buy-side — identifying risks.
- Full Documentation: Drafting and refining the SPA (Share Purchase Agreement), SHA (Shareholders' Agreement), and other transaction documents.
- Regulatory Approvals: Obtaining consent from the Competition Agency, National Bank, or Communications Commission if required.
- Closing and Post-Integration: Final execution of the deal and legal support for the integration process.
Real-World Scenarios When You Need This Service
M&A Advisory is essential for:
- Selling a Business (Sell-side): A founder wants to exit. The advisor prepares the company ("Vendor Due Diligence") to make it attractive to buyers and prevent price drops during the audit.
- Acquiring a Competitor (Buy-side): A company wants to increase market share. The advisor negotiates and investigates the target company's "skeletons in the closet."
- Merger: Two equal-sized companies combine. Complex corporate structuring and management distribution are required.
- Management Buyout (MBO): Management buys the company from founders. Financing needs to be raised and conflicts of interest managed.
Georgian Legal Framework and Regulations
The M&A process is regulated by a wide range of laws: the Law on Entrepreneurs (corporate procedures), Civil Code (contract law), Law on Competition (concentration control), Tax Code, and Labor Code. Specific sectors (banks, energy, media) have additional regulations. An M&A advisor ensures the deal complies with all these laws and avoids the risk of being voided.
Service Process
An M&A project with Legal.ge proceeds in stages:
- Mandate Signing: Agreeing on goals and fees (often Success Fee).
- Preparation: Information gathering and strategy development.
- Negotiation: Agreeing on price and terms.
- Audit: Conducting due diligence.
- Signing and Execution: Completing the transaction.
Why Choose Legal.ge?
An M&A deal can be the most significant event in a company's history. The cost of a mistake is very high. Experts on Legal.ge have experience in both local and international transactions. We offer not just legal services, but a strategic partnership to achieve a successful deal.
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