REVERA prepared the guide on Corporate Acquisitions and Mergers for the international publisher Wolters Kluwer

Wolters Kluwer is a global leader in information services and publishing. The company provides professional information, software solutions, and services for legal, tax, accounting, finance, audit, and healthcare professionals. 

Corporate Acquisitions and Mergers is the largest and most detailed manual for M&A transactions in multiple jurisdictions. Each guide focuses on a different country and briefly analyzes the legislation and practical aspects of conducting transactions in that country. When planning a multi-jurisdictional transaction, the manual will help assess critical regulatory issues in a given jurisdiction that may likely affect the course of the deal and identify key points that require detailed analysis and advice from local lawyers. 

The world’s most distinguished law firms, each recognized as a leading firm in the M&A field in their own country, are engaged in drafting the manual. In 2021, at the invitation of Wolters Kluwer, REVERA Belarus already took part in preparing the guide on the M&A transactions in Belarus. At that time, our team of specialists in M&A transactions (in the IT industry and the real economy), corporate law, tax law, and labor law received exceptionally positive feedback from Wolters Kluwer about the performed joint work, high quality, value, and practical applicability of the guide. 

In 2023, Wolters Kluwer invited us to prepare a new edition of the guide reflecting major changes and developments in national law and practice affecting M&A. Over several months of fruitful work and close cooperation with Wolters Kluwer, our lawyers updated and expanded the guide. Since 2021, Belarusian legislation has undergone profound changes directly affecting M&A transactions. The changes have covered, inter alia, corporate instruments for structuring transactions under Belarusian law, currency regulation, and tax benefits: 

• Residents of the Great Stone Industrial Park and a number of entities operating in its territory were granted the opportunity to use the instruments of convertible loan, option agreement, and option for the conclusion of the agreement (previously, only residents of the High-Tech Park had this opportunity);
   
• All Belarusian companies were given the opportunity to set off monetary claims against a company when making additional contributions to the authorized capital (paying for shares of additional issue), which became analogous to the convertible loan, and the right to transfer or sell shares or stock of the company to their employees free of charge, which became analogous to the employee stock option programs;
   
• Currency agreements between residents and non-residents (agreements that frame foreign exchange transactions) became subject to registration on the National Bank portal (upon fulfilling specific criteria), etc.

The M&A market itself has also been seeing changes. For instance, ESG factors (environmental, social, and governance criteria) have gained importance in M&A transactions, redefining value and risk in business.

In the revised guide, REVERA lawyers have tracked the legislative and market changes and addressed the key local issues involved in conducting transactions and entering the Belarusian market:

• Economic, political, and cultural aspects of conducting transactions in Belarus 
   
• Regulatory framework and laws affecting M&A: key considerations of corporate law, currency control legislation, legislation on investments, and preferential investment regimes
   
• Antitrust and competition issues: scope of control by antitrust authorities, requirements and procedure for obtaining consent from antitrust authorities, anti-competitive restraints
   
• Taxation: tax aspects of doing business and conducting transactions 
   
• Employment and migration: employment protection, incentives, and retention tools, stay and employment of foreign citizens in Belarus
   
• Accounting treatment: reporting requirements and standards
   
• Practical aspects of Legal Due Diligence in M&A transactions 
   
• Further developments in the legal regulation of M&A transactions

The guide will be helpful for professional M&A advisors, foreign purchasers, and investors negotiating a transaction involving a Belarusian target company.

We express our gratitude to Wolters Kluwer for the trust, assistance, and practical advice in preparing the guide. We highly appreciate our joint work and hope for fruitful cooperation in the future.

[Team: Helen Mourashko, Anna Solovei, Mikita Talkanitsa, Anna Protas, Larysa Kozhich, Valentina Belevich, Irina Golubich, Ulyana Bulhakava, Iryna Andryieuskaya, Viktoryia Semianitskaya, Valeryia Getsman]

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