Drafting of contracts and other requirements based on the extraordinary transaction

The advent of the covid-19 health crisis, the desire of many companies to expand and the need to adapt their technological innovation processes increased the number of M&A transactions in recent years. At the same time, however, these factors also led to the restructuring of corporate groups with the aim of adapting or rationalising the structure of companies or business units. In this context we guide our clients in drafting the contract of purchase or sale of the shares or business unit and other contracts required by the extraordinary transaction put in place.

We offer our clients support in the incorporation of various clauses or guarantees, and we also take care of the tax and financial obligations required by the operation. These obligations depend on whether the transaction involves:

  • Sale or acquisition of shareholdings or company shares
  • Transfer or acquisition of business units or individual assets
  • Contribution of assets in kind and receivables
  • Transformation
  • Merger
  • Demerger
  • Liquidation of the company.

For example, in transactions requiring the contribution of assets or receivables to NewCo, we prepare the sworn report estimating the value of the business to be contributed. At the same time, based on the balance sheet of the transferor at the date of the transfer, we set up the contribution balance sheet and all operations necessary to start running the new company.

Another example is in the case of a merger, we take care of the drafting of the merger plan, the determination of the exchange ratio, the preparation of the merger balance sheet, the calculation of the vitality test for the carry-over of tax losses, the preparation of the merger deed and all the tax declarations necessary for the implementation of this transaction.

For the liquidation of the company, we normally prepare the following documents:

  • Balance sheet during the liquidation phase
  • Final liquidation balance sheet
  • Distribution plan
  • Income and VAT declarations with possible requests for refund of tax credits
  • Communications to the chamber of commerce and the revenue agency for the cancellation of the company
  • Filing of the company books with the chamber of commerce

The main financial tasks requested by our clients, in addition to the already mentioned sworn valuation report, the calculation of the purchase price, the preparation of financial models and business plans.

As shown in the examples above, the requirements vary depending on the type of transaction, but our aim is to put our clients in the condition to maximise the tax advantage of the transaction. To achieve this objective, during the execution of these procedures we are in constant contact with the management of the entity involved to obtain essential information to optimise our analyses.

We support you in turning an investment opportunity into a commercial success.

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