Corporate & Commercial law solutions
Deloitte Legal provides a full range of corporate law services from complex advisory services related to major business life events (including advising in restructuring and mergers and acquisitions processes) through to general secretarial services. Deloitte Legal advises both national and international companies and groups.
Managing a business today is complex. Leaders need guidance on a broad range of activities including business start-up requirements, trading activities of an entity, expansion efforts, dissolving or unwinding of a business as well as general questions arising from day-to-day operational activities. Deloitte Legal’s services include advice in relation to:
- Formation and dissolving of entities
- Secretarial advisory services
- Governing and managing bodies
Deloitte Legal lawyers work alongside experienced business professionals in Deloitte's tax, consulting, accounting, and financial advisory practices to provide clients with cohesive guidance based on their individual and unique circumstances.
In an environment of increased transparency, failure to comply with corporate governance rules and guidelines can have a direct and material impact from a legal and reputational perspective. Deloitte Legal focusses on each client’s risks and needs regarding:
- Managing organization legal structure, composition and regulations
- Prevention of director liability issues
- Codes of conduct and best practices
Deloitte Legal professionals work closely with their colleagues around the world to help companies manage risks and remain compliant with their corporate reporting and other obligations. Deloitte Legal lawyers have strong foundations in the business community which they serve which can be a valuable asset when cross border complexities arise.
In today's evolving commercial and economic environment, businesses are continually seeking opportunities to manage operating costs and tax positions as well as contain cash expenditures. Entity structuring can help achieve these goals but often presents many challenges for multinational corporations. In addition, the OECD's Base Erosion and Profit Shifting (BEPS) proposals are expected to impact the bottom line of affected organizations and result in some business restructuring.
Leveraging a global network, deeply rooted local focus and experience, and a strategic investment in technology, Deloitte Legal delivers an integrated approach to clients' corporate reorganization needs. Services include:
- Simplifying group structures
- Executing domestic and cross-border transactions including mergers, demergers, disposals and company migrations
- Transferring assets and business units
- Aligning legal structures to business models
- Establishing national or regional hubs
- Converting subsidiary company structures to branch structures and vice versa
- Integrating legal structures following a merger or acquisition
Providing practical advice and assistance throughout the planning, development, and implementation phases of corporate reorganizations, Deloitte Legal assists businesses and other advisors in developing and implementing efficient, cost effective legal structures and business operating models.
National and cross-border mergers
Successful mergers are based upon a deep understanding of industry dynamics, the nature of the merging entities and well thought-out integration plans. In today’s globalized world, many deals occur cross-border and call for multijurisdictional coordination. A clear understanding of specific legislative requirements and commercial issues in the respective countries is required. Deloitte Legal assists companies with:
- Designing suitable structures for the transaction
- Jurisdiction choice
- Identification of legal issues arising as a result of a merger
- Review of contracts that could be affected by the merger
- Drafting of documentation for the formalization and execution of the transaction
Deloitte Legal works closely with their colleagues in other Deloitte business specializations such as tax, consulting, accounting and financial advisory in multiple jurisdictions to address and smooth the complexities that naturally arise from transactions. We are well qualified to assist with national and cross-border mergers in a variety of industries.
For company business to operate efficiently and as intended while avoiding gridlock within the corporate structure, shareholder relations need to be carefully and proactively managed. Shareholder agreements regulating the primary rights, obligations and interactions between shareholders are essential instruments for preventing and managing potential conflicts that may arise. Deloitte Legal assists companies with negotiation and execution of shareholder agreements relating to:
- The regulation and structure of governing and managing bodies
- Resolutions subject to qualified majority
- Control restrictions on the transfer of share
- Dividend policies
Deloitte Legal has experience with and understands the nature of shareholder relationships in different types of entities. Additionally, we bring industry knowledge that enables us to help companies understand and address sector specific issues. These qualities enable us to adapt our approach to suit the needs of individual organizations.
Legal and contractual framework of supply chain management and distribution networks
Legal and contractual frameworks for supply chain management and distribution networks are essential to helping businesses operate smoothly worldwide.
Deloitte Legal professionals have extensive experience in supporting cross-border transactions in all major industries. Our approach focuses on avoiding disputes and litigation by drafting and negotiating appropriate, unambiguous and enforceable contracts.
Deloitte Legal specialists take businesses' commercial objectives and translate them into robust contractual documentation including general terms and conditions appropriate to a variety of distribution (e.g. agency, dealership), supply and transportation agreements as well as export regulations and customs.
Restructuring business functions and outsourcing
Today's globalized economy has opened up new opportunities for businesses looking to find cost savings through progressive sourcing arrangements. Centralization of business functions that take advantage of economies of scale, offshoring or outsourcing work to low cost providers and co-sourcing are common practices. Deloitte Legal assists companies with an array of sourcing arrangements and covers technology infrastructure and support, business process outsourcing, manufacturing, and telecommunications.
Our approach focuses first on the commercial objectives of the business. We help companies establish the flexible working relationships and effective contracts needed to be competitive in today's market. We can support businesses at any stage of the lifecycle including:
- Negotiation of new contracts
- Re-evaluation and renegotiation of current outsourcing arrangements
- Development of a negotiation strategy
Real estate including acquisition, disposal and portfolio management
The global real estate market continues to be impacted by the worldwide financial crisis and weak recovery. This is exacerbated by a rapidly changing legal environment. To navigate successfully, businesses need an experienced legal advisor who understands business strategy and can provide practical and prudent advice for achieving commercial objectives.
Deloitte Legal advises companies on the legal implications of business activity in the real estate sector, including acquisitions, due diligence on real estate, negotiation of contracts and related commercial matters. We also provide assistance with the commercialization of shopping centers, office buildings etc.
Deloitte Legal looks at strategic business objectives and provides practical guidance from multiple perspectives.
Intellectual property rights including registration, protection and defense
Globalization, continually changing legal regulations and technological advancements have increased the complexity of business operations. As a result, legal and compliance risks in the area of intellectual property (IP) rights need to be even more diligently managed than ever before.
Deloitte Legal assists businesses with the handling of all IP related matters, in particular the registration of trademarks and drafting of license agreements.
Deloitte Legal combines a broad and deep base of knowledge and experience in local legislation with global reach and capabilities to provide cross-jurisdiction legal advice to businesses.
Bankruptcy, insolvency and corporate restructuring
The global financial crisis has pushed many businesses into a state of instability. When companies are struggling with difficult choices, Deloitte Legal can assist with suggesting options to help recovery, such as restructuring outside of insolvency proceedings or a structured sale. We work with both companies in distress and potential buyers, shareholders and directors, creditors and insolvency administrators.
Deloitte Legal insolvency practices bring years of experience in working with third parties such as bankers, lawyers, insolvency courts, credit insurers, and public authorities. Deloitte Legal works together with colleagues who have specialized skills in financial, tax or labor law from around the world to deliver guidance based on multiple points of view.
Statutory and regulatory compliance
Companies today need to comply with what can be a daunting multitude of national and international legislation and regulations, and need effective business processes to ensure compliance and prevention of regulatory issues. Deloitte Legal provides businesses with guidance on statutory and regulatory obligations relevant to their industry and their operational base including:
- Trade conventions
- Fiscal and financial regulations
- Intellectual property restraints
- Environmental regulations.
Deloitte Legal spends the time necessary to understand the unique needs and operational nuances of individual companies. We offer a broad base of commercial business solutions and have a large global footprint. Our experience allows us to provide businesses facing complex legal regulations and challenges cohesive, practical advice.