Mergers & Acquisitions Lawyers in Tbilisi, Georgia

Share purchase, asset purchase or merger

A share purchase changes the ownership of the target company. Its business, contracts and liabilities generally remain within the same entity, which makes the change-of-control provisions in financing, licences and key contracts important. In an asset purchase, the parties specify what is being transferred. Leases, receivables, intellectual property and operating rights may each call for different transfer steps or third-party consents. A statutory merger brings its own corporate decisions, creditor protections and registration formalities.

We compare the structures against the buyer’s objectives, the target’s permits and the practical work needed to continue trading after closing. In a Georgian LLC share deal, the transfer must be documented and registered. The company’s charter and transaction documents may also affect how the parties deal with consents, transfer restrictions and the rights of other partners. Our Georgian corporate lawyers review ownership, voting and authority alongside the acquisition structure.

Legal due diligence with an effect on price

A due diligence report earns its place at the negotiating table when it shows which findings affect value. An expiring warehouse lease may become a condition to closing. A disputed tax assessment can justify a specific indemnity. If software essential to the business was written by a contractor, the buyer may need evidence that the company acquired the rights it expects to use after closing.

Our M&A lawyers review corporate records, title, encumbrances, significant contracts, financing, litigation, employment, intellectual property, licences and data protection. We identify the underlying evidence and distinguish issues that can be corrected before signing from those that belong in the deal documents. Sellers can commission a preparatory review to correct gaps in ownership records, consents or data room materials before a buyer starts diligence.

Negotiating the price and the purchase agreement

The purchase agreement gives commercial effect to the diligence. Completion accounts or a locked-box mechanism deal with movements in value between agreed dates. Warranties and the disclosure letter define the information on which the buyer relies. Indemnities, escrow and retention arrangements address identified exposures. Where part of the price is deferred or linked to performance, the parties need clear measurement rules, access to the relevant records and a workable way to resolve disagreements.

A deal with a gap between signing and closing also needs rules for running the business during that period. We draft covenants that protect the value of the acquisition while respecting the parties’ independent control before completion. If the transaction changes control in a market where both parties operate, our competition lawyers assess whether a Georgian concentration filing is required and how it affects signing and closing.

Closing and the first day of ownership

The closing checklist sets out who signs, who pays and when the new owner can exercise control. We coordinate corporate approvals, transfers, releases of security, registry filings and confirmation that the conditions to closing have been met. Where the purchaser is foreign, the timetable may also need to account for powers of attorney, authentication and Georgian translations.

The first day after closing brings its own questions about management authority, notices, banking mandates, existing staff and contractual reporting. In a minority investment, the shareholder agreement should address board rights, reserved matters, dilution, deadlock and exit. Our investment law practice handles those protections alongside foreign ownership and sector-specific issues.

Speak to an M&A lawyer in Tbilisi

Send the target’s name, proposed percentage or asset perimeter, the stage of negotiations and any term sheet or exclusivity agreement. Tell us who is funding the purchase and which approvals or deadlines already matter. Lawyers.ge can take on the full Georgian transaction or advise on diligence, drafting, negotiation or closing as a distinct engagement.