ACQUIRING BUSINESS IN SERBIA

This course is intended for all participants in the market that wish to learn the entire process of a transaction involving sale and purchase of a company, some property or business in Serbia and practical approach to this process. The course deals with different aspects of purchase and sale of some business, starting from initial review of the necessary documentation for this transaction; it deals with issues most frequently faced in practice and gives practical recommendations for successful and efficient implementation of such transactions.

The course reviews different commercial and legal position of the buyer, on one side, and the seller on the other side; analyses phases of transaction from its initial stage up to the closing, including surviving provisions/obligations following the closing of the transaction. We will stress the pertinent legal risks and give a list of necessary conditions to be met for each phase of the transaction.

In the Acquiring Business in Serbia course you will learn:

Transaction Structure:

• What is the subject matter of purchase/sale and how to choose between asset and capital deal?
• Transactions financed by buyer
• Purchase made by a consortium
• Position of minority shareholders
• Impact of the transaction to the competition of the market; whether the same is deemed concentration that needs a prior approval by the Commission for Protection of Competition
• Impact of the transaction to the employees of the acquired company

Phase One – Deciding to go with the transaction

• Drafting confidentiality documents
• Exclusivity
• Engaging a counsel

Due diligence phase

• What due diligence is, types and importance (legal, commercial, financial)
• Preparing a list of documentation necessary for preparation of a due diligence report, related to the company/business being acquired
• Preparation for and drafting the report (due diligence report); report’s form and content
• Identifying risks impacting on the value of the company being acquired
• Recommended actions for compliance with laws

SPA

• SPA – short version
• Different forms of more complex SPAs
• Practical implications of guarantees/warranties in agreement between buyer and seller
• What happens in case of breach of warranties/representations
• Standard provisions
• Drafting a disclosure letter related to the data and other documentation of the transaction u
• Signing the agreement
• Transaction closing and post-closing conditions
• Tax implications, financial and other obligations, securing transaction, termination, damages, assignment of the agreement

Speakers:

• Darija Ognjenović
• Danica Gligorijević
• Ana Čalić-Turudija