Corporate and Commercial
Corporate and commercial lawyers are experts in company and business law. They understand the minute differences between legal entities and how to best utilise them for different purposes. They also assist companies in various transactions stemming business operations.
In the field of mergers and acquisitions corporate lawyers will enter into negotiations with the target entity first, normally coming up with a memorandum of understanding (MOU). The next step for the corporate lawyers will be conducting a legal due diligence on the target company, assessing what legal liabilities exist.
These liabilities are commonly litigation – pending and present – negotiable debt instruments, labour and property issues related to the ownership and later, transfer. A register of all contracts entered into on behalf of the target company will be complied and the corporate lawyers will assess the risk relating to each one. Depending on the nature of the transaction, the lawyers will have to file merger notices with the TRP (Take Over and Regulation Panel) as well as with the Competition Commission in accordance with legislation. The lawyers will also draft the conditions of sale and the agreement. In addition, the corporate lawyers will often draft finance agreements pertaining to the transaction as well as any escrow agreements.
Once the transaction is finalised, the corporate lawyers will draft the new shareholders agreements and advise on the share structure/types of shares to be issued in accordance with their mandate. Furthermore they will draft the new entities’ memorandum of incorporation (MOI) and lodge it at the CIPC (Companies and Intellectual Properties Commission) together with documents effecting name changes of the target company.
Once this is completed they will attend to advising the company on how the change of ownership will affect movable and immovable property as well as giving advice on labour matters.