Corporate and Mergers & Acquisitions (M&A)
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We regularly act as Maltese counsel for Fortune 500 companies, advising on international merger and acquisition transactions, tender offers, corporate restructuring, transfers of business, spin-offs and leveraged buy-out transactions, and capital market transactions. The firm is geared to assist buyers, sellers, investors, investment banks, commercial banks, private equity and venture capital funds, institutional lenders, and management groups.
Mergers & Acquisitions
GVZH Advocates has been involved in several cross-border merger and acquisition (M&A) transactions, tender offers, corporate restructurings, transfers of business, spin-offs and leveraged buy-out transactions, with a particular focus on Malta-based entities forming part of multi-national business groups, both regulated and unregulated. We are geared to assist sellers, buyers, investors, investment banks, commercial banks, private equity and venture capital funds, institutional lenders, and management groups.
The firm regularly advises on the structuring of various takeover defence mechanisms available under Maltese law for its corporate clients, including the adoption of effective shareholder agreements and special provisions in the company’s Memorandum and Articles of Association, covering minority protection mechanisms, creation of distinct share classes, “poison pills” and similar devices.
The multi-faceted nature of such transactions, and the due diligence exercises undertaken before any binding offers are made, has seen the firm co-ordinating matters with other professional advisors, all experts in their respective fields, to effectively deal with environmental and planning issues, intellectual property rights, labour and employment matters, tax issues and regulatory concerns, ensuring that all potential risk areas are covered. GVZH Advocates has an established professional rapport with key persons within these practice areas to obtain the necessary input in the context of such transactions, providing its clients with the crucial information necessary to gauge and assess the associated risks.
Our technical expertise and experience spans the spectrum of corporate and commercial law, and our Corporate and Mergers and Acquisition practice, which represents a significant part of our activity, covers the following tasks:
Assisting with National Foreign Direct Investment Approval
Carrying out legal due diligence exercises in respect of Malta-based entities
Drafting Letters of Intent, Share Purchase Agreements/ Draft Terms of Merger, and all ancillary documents and any other applicable Maltese legislation and regulations
Advising on the corporate structuring of the group, including inter alia the adoption of effective shareholder agreements and special provisions in the company’s Memorandum and Articles of Association
Advising on environmental and planning issues, intellectual property rights, labour and employment matters, tax and regulatory issues
Providing regulatory advice with respect to the regulatory aspects of change in control, and managing all related notification formalities
Drafting and reviewing of all share purchase or asset purchase agreements
Advising on corporate governance aspects of the deal
Advising on deal finance structuring and assisting with obtaining and implementing the related approvals and formalities
GVZH Advocates also offers the following legal corporate services:
Re-Domiciliation of Companies into and Out of Malta | Corporate Finance Transactions | Legal Due Diligence Reports | Share Transfers Agreements | Pledging of Shares | Protection of Minority Interests | Joint Venture Agreements | Share Option Agreements | Share Incentive Schemes | Shareholders Agreements | Company Searches in Public Records in Malta | Material Changes in Shareholding of Listed Companies | Corporate Governance Practices and Procedures | Research and Analysis of Technical Aspects of Corporate Matters | Research and Analysis of Technical Aspects of Corporate Matters
