The role of legal advisers in mergers and acquisitions is to help the client to sell or buy the asset on the most favorable terms and with the least possible legal risks.
In this case, legal M&A advisers, as a rule, work through the transaction. Given the realities of the Ukrainian legislation, the role of legal M&A advisors is very significant.
In the case when a legal M&A advisor works on the business sell-side, their role is to organize the data room - a database with all the necessary information and documentation on the asset being sold. The data room is needed in order to provide a legal advisor of the buyer with all the necessary information about the company.
Once the data room is ready the buyer’s advisors begin to verify the information. During the verification all the possible legal risks of the M&A transaction are identified and worked out: the right to property, real and potential claims and legal arguments with third parties, current and hidden liabilities, improperly executed documents and contracts, etc. In other words, a legal M&A advisor should identify all possible "sins" of the asset on sale in order to obtain its real value and a better position in the negotiation process.
After a legal review, the lawyers prepare the documents needed for a M&A transaction, and the identified and potential legal risks become the subject of serious negotiations, the results of which are reflected in prepared documents on the M&A transaction.