April 2, 2020
Covid-19 and Commercial Leases
As the Covid-19 health emergency continues to escalate in Ireland, many areas of society are being impacted in a way much similar to that of the financial crisis. One area...
Mergers and Acquisitions Solicitors
If you are in the early or advanced stages of planning a company merger or acquisition, it is essential to have legal expertise at your side to guide you through the process. Over the past 30 years, Lavelle Partners have assisted many small, medium, and large business entities across Ireland to undertake strategic mergers and acquisitions. It is this experience that enables us to add a great deal of value to key business transactions of this nature. Not only will we carry out the necessary due diligence process and legal steps to complete your merger, sale or purchase, we will offer guidance and make recommendations which will ensure you achieve an outcome which is in your short, medium, and long-term interests.
Our corporate and commercial Solicitors are business people at heart. They understand what motivates all parties to mergers and acquisitions, and can manage the whole process on your behalf, including:
Companies are most commonly acquired through share purchase in Ireland. By purchasing all of the shares of a company, you are effectively taking ownership of all aspects of the business. This approach makes the acquisition of assets and subsidiaries more straightforward when compared to an asset sale, and likewise all employees are acquired, with no change in employment status. Share purchase usually involves fewer consents and approvals. Stamp duty of 1% is payable on the shares. .
It is important before proceeding to verify if there are any restrictions of share transfer which may apply under the Companies Act 2014 (Companies Act), the company’s constitution or under any shareholder agreements in place.
A Solicitor specialising in corporate law will be able to advise you further based on the details of your proposed transaction.
Under the Companies Act 2014 (the Act), Irish companies can be merged by means of a summary approval procedure (SAP), or via a special resolution made by the Court. Under the SAP method, no Court approval is required. Mergers can be carried out using three primary methods:
Under the Act, on approval of the merger, all assets and liabilities are transferred to the successor company, with the transferor being wound up.
For further information on how we can help you with mergers and acquisitions in Ireland and the EU, please contact Lavelle Partners in confidence on (01) 644 5800.
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