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M&A and Capital Markets

Structuring the M&A transaction in Moldova requires a unique blend of sophistication and savvy. Our lawyers combine legal, business, and finance expertise with a depth of practical experience in getting deals completed effectively and efficiently. We served for foreign and international investors in acquisition of equity interest in banks and other Moldovan companies, both public and private. Our lawyers are sought to assess the alternative acquisition scenarios, identify the business, regulatory and tax implications of each scenario, recommend the most appropriate business behavior and assist in all phases of the deal. Quite often, clients retain us for the post-acquisition phase, for a permanent cooperation and corporate advisory.

On a buyer side, we are invited to carry out the target legal due diligence, identify the legal risks and suggest remedial actions, design the legal structure of transaction and draft contractual documentation, timely apply for and obtain the regulatory and competition approvals, get through all the closing issues, monitor the fulfillment of conditions precedent, conditions subsequent and post-closing covenants of the deal. Quite often clients prefer to get us involved in the negotiation process, which is the best award for our negotiation skills. Here is where our values and core competences are best deployed.

As far as buyer's public takeover bids are concerned, our task is to ensure that bidding terms and proceeding comply with applicable rules, public disclosure requirements are observed, regulatory approvals are timely requested and obtained.

On the seller side, our lawyers had the unique experience to assist in structuring the initial public offerings (IPO) of corporate bonds, working closely with issuers and underwriters and helping to prepare the IPO prospect, register the bond issuance, craft the contractual documentation and create the security. We advised foreign investors in divesting the Moldovan subsidiaries and complying with all accompanying regulatory requirements.

Since the Moldovan securities legislation is evolving and ever-changing, the clients praise the fact that our partners take an active part in shaping up the commercial legislation, as national experts, and thus are aware not only of the law in force, but also on the forthcoming changes. This allows our clients to keep being one step ahead of the market.

For the benefit of our clients, we have established relations with the best-in-class securities brokers, valuators and underwriters, investment bankers and financial advisors, professional accountants and auditors. We value our long-lasting and positive cooperation with the financial market regulator.

Our services

  • Full or bullet-point Legal Due Diligence
  • Share purchase, directly or via Moldovan Stock Exchange
  • Convertible loans and conversion proceeding
  • Pre-contractual arrangements (memoranda of understanding, head of terms, letters of intent)
  • Assistance throughout competitive bidding procedures
  • Deal structuring and transaction documentation drafting
  • Mandatory/voluntary public takeovers
  • Drafting and negotiation of acquisition finance documentation
  • Merger control/competition clearance
  • Transaction notification/registration and public disclosures
  • Management Buy-Out (MBO) and Leveraged Buy-Out (LBO)
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