Legal Services
Mergers & Acquisitions
Integrated M&A legal advisory — buy-side and sell-side, from letter of intent through to closing and post-transaction integration.
Key facts
- Integrated legal and tax due diligence
- SPA, SHA, LOI, NDA negotiation & drafting
- Cross-border transactions and foreign investments
- Retail · Energy · Real Estate · Tech · Industrial
A well-structured M&A transaction protects value long-term
M&A transactions are among the most complex legal operations — they involve multiple disciplines, tight timelines and risks that, if not identified in time, can significantly impact transaction value or generate post-closing disputes.
Boian, Gaina & Associates SPARL provides M&A legal advisory with a dual perspective — corporate and tax — essential for the correct structuring of transactions. We have direct experience in due diligence and M&A in the energy, real estate, retail, defence and infrastructure sectors.
Whether you are a buyer or seller, strategic investor or investment fund, we understand that speed and confidentiality are as important as legal rigour.
“Risks undiscovered in due diligence become post-closing disputes. The investment in rigorous due diligence is always less than the cost of surprises.”
Boian, Gaina & Associates SPARL
Services
What we cover
Legal due diligence (buy-side & sell-side)
Complete investigation of the target — corporate structure, material contracts, litigation, intellectual property, employment matters, regulatory compliance. Clear reports with traffic-light risk mapping.
Transaction negotiation & documentation
Drafting and negotiating transaction documents: LOI, SPA (Share/Asset Purchase Agreement), SHA, NDA, Completion Accounts. Representation throughout the negotiation process.
Transaction structuring & tax optimisation
Selecting the optimal structure — share vs. asset acquisition, holding structures, investment vehicles, price adjustment mechanisms (earn-out, escrow). Coordination with tax advisors.
Mergers and corporate reorganisations
Legal support for mergers by absorption and combination, demergers, spin-offs, contributions in kind — including ONRC procedures, publication requirements and mandatory legal timelines.
Joint ventures & strategic partnerships
Structuring and documenting joint ventures — partnership agreements, exclusive distribution agreements, co-investment structures. Negotiating mutual rights and obligations.
Post-transaction integration
Legal support during the integration period: corporate reorganisation, contract harmonisation, licence and authorisation transfers, workforce restructuring within legal limits.
Why Boian, Gaina & Associates
Dual perspective: legal + tax
M&A transactions always have a significant tax component. Our integrated practice avoids the siloing between lawyer and tax consultant — a frequent source of issues in transactions.
Proven experience in complex sectors
We have worked in energy (photovoltaic, ~330 MW), real estate, retail, defence and infrastructure — sectors with distinct legal and regulatory specificities.
Speed and confidentiality
We understand the timeline pressures in M&A. We respond rapidly, ensure absolute confidentiality throughout the process, and protect client interests at every stage.
Pragmatic approach to risk
We do not block transactions over theoretical risks. We identify real risks, quantify them and propose allocation mechanisms: representations and warranties, price retention, escrow, W&I insurance.
Frequently Asked Questions
- Q
How long does an M&A process take?
It varies significantly by complexity. A simple transaction (small LLC acquisition, limited due diligence) can be completed in 4-8 weeks. A complex transaction (group of companies, sector regulation, bank financing) can take 4-8 months. Timelines are often shorter than initial estimates — what matters is having a prepared legal team.
- Q
What is due diligence and why is it essential?
Due diligence is the legal (and tax) investigation of the target company before acquisition. The goal is to identify hidden risks — undisclosed litigation, onerous contract clauses, title issues, non-compliances. Due diligence results influence price, transaction structure and the warranties requested.
- Q
What taxes are payable on a company sale?
It depends on the transaction structure (shares or assets) and the seller's residency. For share sales by a resident individual, capital gains are taxed at 10%. Structuring through holding companies can optimise the tax burden. We analyse the specific situation during the consultation.
- Q
What is an earn-out and when is it recommended?
An earn-out is a mechanism whereby part of the acquisition price is conditional on the future performance of the acquired company (revenue, EBITDA targets, etc.). It is recommended when there is a significant gap between the seller's price expectations and the buyer's payment capacity, or when there is major uncertainty about the business's future prospects.
Preparing an acquisition or looking to sell your company?
Contact us early — the earlier legal involvement, the better for the transaction.