Moscow, Russia

Convertible loans as a new instrument in Russian law  

By Nadezhda Minina, Nektorov, Saveliev & Partners

A convertible loan is a popular way of financing companies in multiple jurisdictions. Its essence lies in the right of the lender, upon the occurrence of certain conditions, to receive shares of the borrower instead of a repayment of the loan.

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Five phases of a transaction from the seller’s perspective

By Michael N. Mercurio, Offit Kurman

The M&A marketplace is hot! Why? There are many reasons including the current low tax environment, abundant access to capital, low interest rates, and many buyers looking to deploy their capital. For most sellers, the sale of their business is their largest financial transaction. A good understanding of the sales process is paramount.

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Virtual work

Digitisation of M & A deal processes – the future or merely a temporary change?

By Robert Thompson, Ward Hadaway LLP

Prior to the Covid pandemic, dealmaking processes had been gently evolving in line with improvements in technology, but a significant part of the process still relied on people reviewing and exchanging actual paperwork, conducting inperson meetings (often with a fair bit of travel involved) whether for presentations, negotiations, due diligence, or actual closings, and also on significant printing and scanning of legal documents. Virtual data rooms (VDRs), while gaining in popularity, were still in their infancy in terms of functionality and sophistication.

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Reggio Emilia, Italy

Personal Data Processing in the Acquisition of a Company

By Gabriele Borghi, Baldi & Partners Avvocati e Commercialisti

The attention to national and EU data-protection legislation has currently become increasingly (and incessantly) relevant in the evaluation process of a corporate acquisition transaction, since it is aimed at eliminating – or rather, reducing – the risk for the potential purchaser to be subject to the application, by the competent Supervisory Authority, of considerable administrative sanctions under art. 83 of the GDPR, or to run into considerable management (and advisory) expenses in order to adapt the newly acquired company to the aforementioned legislation: therefore, the execution, during the due diligence process, of a thorough investigation of the adequacy of the so-called target company, is of crucial importance.

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Covid-19, quarantine in Moscow city.

M&A Trends with Regards to COVID-19 in Russia

By Kristina Ikayeva, Nektorov, Saveliev & Partners

The COVID-19 pandemic and the unprecedented restrictive measures introduced by the Russian government to combat the virus have had, and continue to have, a significant impact on various aspects of business. M&A transactions are certainly not an exception to this.

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Torino, Italy

TAX TREATMENT OF M&A OPERATIONS CARRIED OUT BY NON-RESIDENTS IN ITALY

By Roberto M. Cagnazzo, Studio Tributario Cagnazzo

Non-residents who want to invest in Italy have the following two options to carry out the transaction:

  1. asset deal: the investor identifies the company but does not buy the legal entity, he just buys the business he wants;
  2. share deal: the investor identifies the company and buys the legal entity.

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M&A: How Marketing can Gain a Strategic Role in the Process

By Diane Walsh, Prager Metis International LLC

The business world is rapidly evolving. Industries across the globe are experiencing increased competition, aging workforces, and regulatory shifts that are leading to consolidation. Many of these consolidations occur through mergers and acquisitions. On the surface, it may look like marketers do not and should not participate in this process. However, owning a seat on the merger team is actually one of the most important responsibilities a marketer can have. The strategic perspective that marketers bring to the discussion table is critical to a successful venture.

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Cybercrime and GDPR within the M&A market

By Jeroen Kruithof, Virtual Vaults

Cybercrime is a rapidly growing threat that is impacting more and more companies. It is generally known that cybercrime can cause reputational damage due to the loss of intellectual property. On the other hand, cybercrime can cause personal data breaches, which could result in serious fines for the company.

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