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CORPORATE OPERATIONS: MERGERS AND ACQUISITIONS, SALE AND ACQUISITION OF COMPANIES AND/OR ASSETS, VENTURE CAPITAL.

Company Mergers and Acquisitions (M&A) are the part of a company’s corporate strategy that involve the merger and acquisition of other companies and assets. They are investment decisions, understood to be the allocation of resources with the hope of obtaining future income that will enable the invested funds to be recovered and a certain profit to be obtained.

Their utility is determined by several things: (i) efficiency gains via productive synergies associated with the economies of scale and scope, (ii) obtainment of financial synergies, (iii) increased market power, (iv) existence of investment opportunities, (v) mergers as a response to changes in market size, together with the process of economic integration between countries, (vi) speculative reasons, (vii) changes in corporate governance structures, (viii) disciplinary function, (ix) to undertake business restructuring processes (i.e., in Europe many groups have resorted to merger and takeover operations to reorient their core businesses and achieve “tradeoffs” in various activities), (x) to undertake internal restructuring processes in order to do away with inefficiencies (disinvestment or reuse of their assets may result in increased productivity, especially in cases of bankruptcy).

Because merger processes usually have an impact on employment and working conditions (in terms of dismissals and staff reorganization), they should receive a special treatment (see LABOR FORCE ADJUSTMENT PLANS product).

The activity of IURIS Corporate in this area focuses on:

  • Planning and execution of mergers and spinoffs in all their phases, from the merger or spinoff project to registration in the Business Registry. Operations between companies of the same group and/or independent groups.
  • Planning and execution of the non-monetary contributions of business branches, overall assignment of assets and liabilities, security swaps, purchase and sale of assets and businesses, etc.
  • Fiscal and book treatment of the operations. Regime of the revenue resulting from the transfers and appraisal of the acquired assets and the stock or shares received.
  • Partner taxation in company merger and spinoff operations and other corporate restructurings.
  • Requirements for the application of the special tax regime to mergers and spinoffs, non-monetary contributions of business branches, overall assignment of assets and liabilities, and security swap operations.

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