Corporate and mergers and acquisitions solutions

Corporate law

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
• Shareholder conflicts
• Regulatory reporting

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. We have deep experience across a wide range of industries and sectors and jurisdictions.

Corporate compliance

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. This is particularly true for listed, regulated and financial entities where compliance breaches may have a negative long-term impact on the success of the business. 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
• Monitoring system and rules (committees, reporting obligations)
• Core sector reporting requirements
• Board remuneration policies

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.

Corporate reorganizations

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.

Shareholder agreements

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 shares
• 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.

Family protocols

The proliferation of conflicts within the framework of family owned companies has resulted in a wide range of civil and corporate issues affecting privately owned business. Deloitte Legal offers services in this area include assistance with:

• Negotiation and implementation of family protocols
• Working and other ad hoc service contracts for family members
• Dividends and other compensation formulas and policies
• Share transfer regimes

Deloitte Legal lawyers work with Deloitte colleagues in other business specialization such as tax, consulting, accounting and financial advisory to provide well-rounded guidance to business challenges. We tailor our approach to the industry and the specific fact patterns of individual families and their related businesses.

Acquisitions, divestures and joint-ventures

In today's global business environment, expansion strategies, alliances and divestitures often give rise to a wide range of legal, tax, regulatory, and other issues which may impact the overall success or failure of a transaction. Deloitte Legal advises business throughout every stage of a transaction, from negotiation through to execution. We provide advice on suitable structures as well as drafting of relevant agreements and ancillary documents.

Deloitte Legal has extensive experience in cross-border deals in a variety of industries. Deloitte Legal lawyers work closely with their Deloitte colleagues around the world who have strong foundations in the business community which they serve. This is a valuable asset if and when cross border complexities arise.

Private equity and venture capital

In today's global business environment, expansion processes, alliances and divestitures present a wide range of legal, tax, regulatory, and other issues which may lead to the success or the failure of the investment.

Deloitte Legal provides advice at all stages of a private equity (PE) or venture capital (VC) transaction, from legal review of the target to the design of the most suitable structure (MBO, LBO, MBI, BIMBO) and drafting of the documents to reflect the commercial objectives of the business and execute the transaction and advising on legal negotiating strategies.

Clients benefit from Deloitte Legal’s deep experience within corporate and mergers and acquisitions, our understanding of the PE/VC markets and industries, and our close collaboration with our colleagues in other disciplines within the Deloitte global network of member firms.

Legal purchaser and vendor due diligence

Appropriate assessment of the risks associated with a target company or a projected transaction can be the difference between the success and failure of the deal. Deloitte Legal assists businesses with legal purchase and vendor due diligence including review of any required aspects of the target company, identifying contingencies and risks that may arise as a result of the sale or purchase of an entity, highlighting legal considerations and drafting of the relevant diligence reports. Deloitte Legal also helps companies with the tactical aspects of the transaction such as the negotiation strategies and drafting and execution of the required documents.

Companies benefit from Deloitte Legal's deep experience within corporate and mergers and acquisitions, our understanding of local and global markets and our close collaboration with colleagues in other Deloitte business disciplines such as tax, consulting, audit and financial advisory. Deloitte Legal's international presence and capabilities stand out from those of a traditional law firm.

Post-merger integration activities and legal entity reduction

Finding the right merger candidate and negotiating a deal are only the first steps in the path to deriving value from a transaction. Once a deal closes, it is essential to effectively integrate the businesses and structures of the entities in order to realize the intended benefits of the merger.

Deloitte Legal helps companies rationalize and simplify corporate structures and internal proceedings for the integrated group.  We have a solid understanding of and experience in a wide variety of industries and sectors. Our lawyers work closely with other Deloitte professionals from tax, consulting, and financial advisory to help ensure businesses consider multiple perspectives and business impacts prior to making strategic decisions.