M&A – Mergers and Acquisitions

Lexsential’s Corporate Team assists clients in domestic, international and cross-border extraordinary transactions, such as:

• sale and acquisition of shares and shareholdings;
• contributions of business and assets;
• corporate mergers and demergers;
• acquisitions and divestitures of companies;
• leveraged buyouts (LBOs) and mergers leveraged buyouts (MLBOs);
• capital increases and reductions;
• investment agreements and joint venture agreements;
• corporate restructuring and/or reorganisation procedures.

The Firm possesses specialised skills and experience to assist clients in preparatory or ancillary activities for extraordinary transactions. This includes tasks such as drafting and negotiating term sheets and confidentiality agreements, letters of intent and/or memoranda of understanding. Additionally, the Firm conducts all legal and tax due diligence activities and handles the preparation and negotiation of transaction documents and associated annexes. Furthermore, the Firm assists in preparing resolutions for Shareholders’ Meeting and Board of Directors, as well as communicating with relevant competition and market authorities to facilitate the implementation of agreements relating to extraordinary transactions.

Commercial contracts

Lexsential professionally assists clients in the negotiation and drafting of, among others, the main commercial contracts, such as:

• distribution;
• sales concession;
• production;
• supply and subcontracting;
• franchising agreements;
• agency;
• mediation;
• business procurement;
• contracts for work or service;
• merchandising;
• sponsorship;
• drafting of general terms and conditions of sale or purchase;
• research and development contracts; and
• licensing agreements and any other type of enterprise contract.

Bankruptcy and Restructuring

In the event of business crises, the Firm provides support to stakeholders within insolvency proceedings, focusing on debt restructuring for distressed companies in pre-bankruptcy and bankruptcy procedures.

The Team aids in turnaround processes, drafting recovery plans – certified pursuant to Article 67 of the Bankruptcy Law – and in the conclusion of debt restructuring agreements pursuant to Article 182-bis of the Bankruptcy Law (with or without tax transactions pursuant to Article 182-ter of the Bankruptcy Law). Additionally, assistance is rendered in compositions with creditors, including blank agreements, as well as in bankruptcy compositions and in negotiations with the banking class and with other creditors.