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Grunte & Cers Attorneys at Law in cooperation with publishing house Dienas Bizness are preparing the Business Expansion and Restructuring Manual

11.03.2010

There are tons of business ideas. Successful businesses are considerably less. It is essential to separate a successful business from an unsuccessful one quickly and efficiently and to use the saved funds for development of the successful business. It is important to consider that all businesses operate in constantly changing environment in different geographic territories. Success in a particular place at a particular time not always guarantees the same success in a different geographical place or time. Concurrently it is very essential for a business to grow and expand at the right moment in the places, where there is demand for such goods or services. Long-term business management through continuous adaptation to every change in the rules of the game, restructuring, sale and purchase at the right moment is art.

 

The Business Expansion and Restructuring Manual will help investors and merchants facing financial difficulties to restructure, maintain or sell their businesses. The edition will provide an opportunity to determine signals of crisis and to act in due time. Timely activity, in its turn, will allow maintenance or even improvement of the business operations, increase in profits or reduction of loss. Many industries are still on the verge of fighting the consequences of global crisis and restructuring of companies. Adaptation to market conditions, development of perspective business industries, disposal of areas incurring loss to other business professionals or liquidation, ensuring efficient management, reduction of costs will always be important to every investor or merchant. The Manual will provide an insight into possible operational strategies in different stages of company financial status, necessary draft transaction documents and possible terms for such transactions.

 

Transactions with businesses form an independent part of economy. New interest in mergers and acquisitions of companies will emerge upon recovery of economy. The Manual will help investors and merchants in purchasing both the businesses that are efficiently operating and the ones that face financial difficulties. Apart from merger and acquisition agreements the merchants will be able to find there also practical information on the peculiarities and types of purchase of businesses facing financial difficulties.

 

Business Expansion and Restructuring

 

1. Business mergers and acquisitions (M&A); transactions with businesses facing financial difficulties (distressed M&A)
   • Business due diligence
   • Confidentiality agreement
   • Agreements with advisers (financial, legal)
   • Preparation of business for sale
   • Share purchase
   • Investor’s purchase
   • Management purchase
   • Shareholder agreement
   • Company (asset) purchase, lease
   • Auctions
   • Reorganisation
   • Merger
   • Division
   • Cross-border merger
   • Regular cross-border merger
   • Cross-border merger through establishment of European company (Societas Europaea (SE))
   • Transaction tax issues
2. Financing and ensuring business merger and acquisition
3. Restructuring and financing of companies facing financial difficulties
   • Problem identification, features
   • Attraction of additional investments (new shares, bonds)
   • Business restructuring
   • Restructuring of perspective business industries and assets (movable property, real property, intellectual property, know-how, technologies)
   • Disposal of unpromising business industries and assets
   • Agreement with creditors on restructuring of obligations
   • Out-of-court Legal Protection Proceedings (OLPP)
   • Legal Protection Proceedings (LPP)
   • Insolvency (bankruptcy)
   • Cross-border insolvency
4. Business management, peculiarities for management of a company facing financial difficulties
   • Corporate governance
   • Internal relationship and interests (shareholders, management board, supervisory board, auditors, controllers, employees)
   • External relations (customers, suppliers)
   • Obligations and responsibilities of business management bodies
   • Business management bodies, obligations and responsibilities in case of OLPP and LPP
5. Human resources (employees, self-employed)
   • Employees in case of transfer of business
   • Notion of a business, transfer of business
   • Consequences of business transfer to the parties to transaction and employees
   • Assessment of obligations towards employees, agreement between parties to transaction on responsibility for such obligations (scope of obligations, division of responsibility, effect on the value of transaction)
   • Employee restructuring in case of business transfer (termination of, amendments to relationship, employee refusal to move to a new employer)
   • Employees in case of cross-border reorganisation
   • Employee notification
   • Human resources restructuring (reduction of remuneration, staff reduction, requalification, alternative types for human resource motivation, outsourcing)
6. Control of merger from the competition law perspective
   • Obtaining large and medium business merger permit from the Competition Council
7. Merger and acquisition of the financial and capital market participants
   • Regulated businesses (credit institutions, insurance companies, etc.)
   • Peculiarities of merger and acquisition of regulated businesses
   • Obtaining permit for merger and acquisition of regulated businesses

 

To apply for the Manual please contact:

Db Manual Department
Mūkusalas iela 15, Riga, LV-1004
Phone: 67084455; fax: 67084499
e-mail: gramatas@db.lv

 

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