Corporate law concerns the system of legal rules governing the formation and operations of corporations and, is related to commercial and contract laws.
Corporate law is the body of laws, rules, regulations and practices that govern the formation and operation of corporations. It’s the body of law that regulates legal entities that exist to conduct business. The laws touch on the rights and obligations of all of the people involved with forming, owning, operating and managing a corporation.
Our team provides a wide range of corporate services to businesses of any size and in any stage of development. In many cases, we provide incorporation services and continue on as general counsel, advising on operational issues that the business may encounter. Some of the services we provide for our clients include: business entity formation, regulatory compliance, maintaining corporate records, structuring business acquisitions, handling employee immigration issues, advising on employment issues, complex corporate mergers, and outside general counsel advisory.
Business Entity Formation – Types of business legal structures
Business formation is a necessary early step when starting a business. The way in which your business is formed will determine the personal liability of the founders, how taxes are paid, and other important details. The main business legal structures are:
Mergers and acquisitions (M&A) are defined as consolidation of companies. Differentiating the two terms, Mergers is the combination of two companies to form one, while Acquisitions is one company taken over by the other. M&A gives buyers looking to achieve strategic goals an alternative to organic growth; It gives sellers an opportunity to cash out or to share in the risk and reward of a newly formed business.
We have professionals with knowledge and experience with Merger & Acquisition transactions for companies from a wide range of industries. Our practice areas include Structuring the Acquisition, International and Domestic Tax Planning, Securities and Corporate Law issues, Legal Due Diligence, Reviewing and drafting of term-sheet, definitive agreement, escrow agreement, stock swap agreement, etc.
This step primarily focuses on the business assessment of the target company. Not only the latest financials of the target company are scrutinized, its expected market value in future is also calculated. This close analysis includes the company’s products, capital requirements, brand value, organizational structure, etc. This process is mainly to scan for a good strategic fit for the acquiring company.
The acquirer makes contact with one or more companies that meet its search criteria and appear to offer good value; the purpose of initial conversations is to get more information and to see how amenable to a merger or acquisition the target company is.
Assuming initial contact and conversations go well, the acquirer asks the target company to provide substantial information (current financials, etc.) that will enable the acquirer to further evaluate the target, both as a business on its own and as a suitable acquisition target.
Once the target company is selected, the next step is to start negotiations to come to consensus for a negotiated merger or a bear hug. This brings both the companies to agree mutually to the deal for the long term working of the M&A.
Due diligence is an exhaustive process that begins when the offer has been accepted; due diligence aims to confirm or correct the acquirer’s assessment of the value of the target company by conducting a detailed examination and analysis of every aspect of the target company’s operations – its financial metrics, assets and liabilities, customers, human resources, etc.
Assuming due diligence is completed with no major problems or concerns arising, the next step forward is executing a final contract for sale; the parties will make a final decision on the type of purchase agreement, whether it is to be an asset purchase or share purchase
The acquirer will, of course, have explored financing options for the deal earlier, but the details of financing typically come together after the purchase and sale agreement has been signed.
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