Formation, corporate organisation and day-to-day operations
The office advises on the formation and operation of corporations, limited liability companies, private companies, partnerships, non-profit civil companies, associations, joint ventures and other cooperation structures. Work may include evaluating the corporate form with the client’s tax and financial advisers, drafting or amending articles of association, corporate resolutions, shareholder or partner relationships and contractual arrangements required for day-to-day operations.
The objective is for corporate documents to reflect how the business actually operates and to define responsibilities, rights, decision-making procedures and mechanisms for dealing with potential disagreement.
Mergers, acquisitions and corporate transformations
Legal support is provided for mergers, absorptions, demergers, contributions of business divisions, branch conversions and other corporate transformations, as well as acquisitions of companies or shareholdings. The appropriate structure depends on the participating entities, the business objective, financing, tax considerations and any approvals that may be required.
Legal work may cover the pre-contractual stage, confidentiality agreements, MOUs and LOIs, negotiation of key terms, due diligence and drafting or review of the principal transaction documents. Where required, legal coordination runs in parallel with financial, accounting and tax review.
Legal due diligence before a corporate transaction
Corporate legal due diligence is designed to identify matters that may affect a decision to acquire, invest, finance or enter into a corporate relationship. Depending on the transaction, review may cover corporate documents and authority, material contracts, assets, financing and security, pending claims and disputes, regulatory obligations, intellectual-property rights and other matters material to the particular transaction.
A due-diligence report should be operational: it should distinguish material issues from secondary points, explain their potential impact and identify matters that can be addressed before closing or through contractual warranties, conditions, indemnities or other risk-allocation mechanisms.
Commercial contracts and business negotiations
The office drafts, reviews and negotiates commercial agreements with reference to the actual business model and the obligations undertaken by each party. Depending on the transaction, terms may be required for price and payment, delivery or services, warranties, liability, indemnities, confidentiality, duration and termination, audit rights, governing law and dispute resolution.
Iphigenia Andonakou’s experience in business and legal negotiations allows legal drafting to form part of the overall negotiation strategy rather than being treated as a detached final step.
Finance, bond loans and security
For corporate transactions involving finance, the office may assist with reviewing and negotiating contractual terms, bond loans and security arrangements, drawing on experience in banking law, project finance, securities and capital-market matters. Risk allocation, drawdown conditions, representations and warranties and security are considered in relation to the transaction structure and the client’s role.
Public tenders, trade marks and specific corporate requirements
The office’s professional experience also includes public tenders, trade marks, foreign companies and contractual or corporate structures with an international element. In each case, the scope of the mandate is determined by the applicable framework and the needs of the specific business or transaction.