88 LAWYER MONTHLY JUNE 2023 I believe that in these types of transactions, the basic ability that the legal advisor should have is the combination of experience in litigation and a good knowledge of business operation. one legal order is involved, often conflicts with rules of law, not because it is of an illegal nature, but because the provisions of each legal order have different regulations. Therefore, there lies the ability of the legal advisor to find, through the tools of supranational rules (international conventions and regulations), the answers and the ’bridgebuilding‘ of disputes. And in this particular international transaction, there was definitely a need to resort to such rules. Hence, the two sides resolved the above matter in good faith, because they were firmly looking forward to the realisation of the transaction. What specialised skills and experience did you and your colleagues bring to the process? Working closely with local and international businesses over several years on a variety of matters across of all our core practise areas, we have a deep knowledge of all aspects of businesses operation, which increases our ability to identify risks, find viable solutions and bridge gaps. I believe that in these types of transactions, the basic ability that the legal advisor should have is the combination of experience in litigation and a good knowledge of business operation. In case the legal advisor possesses no such combination of knowledge and experience, I am Another point that particularly concerns me is the realisation of the real legal status of the company under acquisition, as that will emerge from the legal audit. There, the experience of legal advisor is much needed. The simple recording of the findings of the legal audit without the legal advisor being able to diagnose the ’hidden‘ future consequences of this through their experience, leaves the contracting parties exposed to conflicts. On the contrary, the proper consideration of the legal audit and the projection of its consequences in the future is a great contribution of the legal advisor to the whole transaction. Did you encounter any challenges during your work on the transaction? If so, how did you overcome them? As in any such transaction, we had to identify red flags and obvious issues that would delay (or even break) the deal. The focus was to bridge any gaps, bring the parties to the same path and reach a faithful and healthy transaction with mutual interest. As in any such transaction, the parties have initially negotiated normally on a business level. Thus, each party has set its business goals. However, the depiction of the will of the parties, when in fact more than Can you tell us about the role that you and your team at Calavros Law Firm played in advising on this deal? Metropolitan College and the IEK AKMI Group is a long-standing client of Calavros Law Firm with whom we have worked closely over several years on a variety of matters across of all our core practice areas. We advised Metropolitan College and the IEK AKMI Group on all aspects of this strategic and complex multi-jurisdictional transaction. Our partner Themistoklis Kloukinas and senior associate Xanthi Diamanti led the transaction, providing full-scope support in the negotiations as well as targeted expert advice on corporate, commercial, real estate, litigation, competition and intellectual property law matters of this transaction. What are your primary concerns when advising on a transaction of this nature? Companies’ conversions and acquisitions are crucial to helping a business expand in size or territory and assisting them in diversifying risk. A primary concern is to build a framework for appropriate agreements by taking into account the most important objectives of the parties involved. A proper deal structure will result in a successful merger or acquisition agreement. My main concern in regards to large acquisitions is the coexistence of the old and the new. The obligation of the legal advisors is to formulate the contractual texts in such a way that they do not leave any gap or need for interpretation during their application, which would create friction and disputes in the future. This is mainly the case when the old shareholders remain in administrative positions in the new scheme that will be formed after a takeover. In such a case, one must predict the balance between the old and the new mentality.
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