M&A

Mergers, as well as acquisitions or disposal of certain components of the business are important instruments for achieving the company’s objectives, regardless of the size of these companies. Whatever the ultimate goal – growth through mergers or acquisitions, limitation of the activity or ensuring business continuity through sale or changing succession, our team can offer you valuable help.

Mergers and Divisions

In any merger or division process, there are opportunities or obstacles. Understanding the business and the experience gained in managing various projects make us a reliable partner in making the right decisions at the right time, which will contribute to the development and security of the transaction.

Our team of specialists can assist step by step during the entire process or can manage only one of its stages, depending on customer’s needs.

Activities performed during the mergers and divisions processes:

  • Analysis of fiscal and accounting implications and guidance on the correct application of the fiscal and accounting treatment;
  • Elaboration of several work scenarios and assessment of the impact of each one;
  • Support in connection with the registration and completion of the merger/division in relationship with the tax authorities;
  • Preparation of accounting documents for merger/division based on the information provided by the company, including preparation of financial statements and merger/division projects;
  • Assistance in preparation of the protocol for the transfer of the assets and liabilities;
  • Preparation of accounting records related to the entire merger/liquidation process.

Acquisitions of Companies – Due Diligence

When purchasing a company, it is very important to assess all the risks that the company has, evaluating these risks you will be able to make an informed buying decision or you will be able to negotiate the acquisition price of that company.

In due diligence processes, HLB Romania specialists perform special targeted investigations, on fiscal, financial and management aspects of the company to be acquired and can provide valuable insights. All these investigations are based on the business experience, knowledge of the fiscal legislation and on the ability to focus and finalize the transaction within deadlines.

Our services cover all the stages of the acquisition process, from analysis to the implementation of the post transaction activities:

  • support for structuring of the transaction in a tax efficient way;
  • identifying the fiscal exposure generated by the acquisition and quantification of the associated risks;
  • identifying at an early stage of any potential risks that may lead to the withdrawal from the transaction;
  • support for establishing the correct transaction price, by proposing adjustments generated by the identified risks and assistance in negotiating the transaction;
  • assistance in the assessment of the fiscal obligations subsequent to the transaction;
  • carrying out profitability and cash flows forecasts or the periods subsequent to the transaction;
  • assistance in analyzing the transfer prices implications on the new structure;
  • assistance for post transaction integration

Sales of Companies

The sale of a company is a special sale and it needs to be prepared in advance, the sold company needs to have the financial statements as correct and as structured possible and in the due diligence process performed by the buyer, the risks and adjustments should be minimum. The safety and also the predictability of the investment are important for any buyer.

The expertise of our team gained in multiple missions, both in the position of consultant of the seller and in the position of consultant of the buyer will ensure the proactive identification of all possible risks generated by the transaction and will allow the seller to prepare the entire process and to take necessary actions in order to maximize the price obtained.

HLB Romania specialists bring added value to each stage in which they can offer their assistance:

  • consulting on the tax implications generated by the sale of the business or a part of it;
  • support in preparing for sale by identifying the risk areas, proposal of measures for their management and implementation support;
  • support in providing financial, accounting, fiscal information to the buyer during the due diligence process
  • assistance in preparing the arguments for negotiation of the sales price and the provisions of the sales contract;

Voluntary Liquidations

A company that can no longer fulfill its objective and create added value for the shareholders should be liquidated. If there are no debts to third parties, the liquidation process is simple and fast.

If there are debts and the creditors’ approval was obtained and the shareholders agree to the distribution of the remaining assets, the procedure may be performed during two months, without the involvement of a liquidator for this operation.

The only implication in the liquidation of a company is the emotional one, but the lack of future stress will make this operation bring long term benefits.

Our team of specialists can perform:

  • The analysis of the fiscal implications generated by the procedures applicable to the liquidation process
  • The assessment of the amounts distributable to the shareholders and the analysis of the applicable fiscal treatment
  • The management of activities in relationships with the fiscal authorities
  • The preparation of the financial statements before and after liquidation

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