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Private Placement of Shares
Depending on your objectives, the BNC FINANCE team provides comprehensive legal support in developing the strategy and documentation required for an additional share issuance through a private placement in favor of existing shareholders and/or selected investors by way of a private offering.
The shares may be paid for not only in cash but also through securities, real or movable property, as well as property rights that have a determinable monetary value.
The shares may be paid for not only in cash but also through securities, real or movable property, as well as property rights that have a determinable monetary value.
Public Offering of Shares
We also provide legal support for public offerings of additional share issuances made available to an unlimited number of investors. This may include the procedure for waiving the pre-emptive rights of existing shareholders to acquire newly issued shares, where applicable, or conducting the offering without such a waiver.
As a general rule, public offerings may be carried out by joint-stock companies whose financial statements have been audited by an independent external auditor for the preceding three years, with at least two of those years reflecting profitable operations.
As a general rule, public offerings may be carried out by joint-stock companies whose financial statements have been audited by an independent external auditor for the preceding three years, with at least two of those years reflecting profitable operations.
Major Transactions
In the course of a joint-stock company’s operations, situations frequently arise where the value of a proposed transaction qualifies it as a major transaction, requiring prior approval by either the Board of Directors or the General Meeting of Shareholders.
Failure to comply with the statutory approval procedures governing a major transaction may constitute grounds for declaring the transaction invalid.
Failure to comply with the statutory approval procedures governing a major transaction may constitute grounds for declaring the transaction invalid.
Corporate Reorganization
Our team provides comprehensive legal support for the reorganization of joint-stock companies through demerger, spin-off, merger, or acquisition.
Demerger
In a demerger, an existing joint-stock company is divided into two newly established companies, while the original company ceases to exist. Its assets and liabilities are allocated between the newly created entities.
The shareholders and their proportional ownership interests initially remain unchanged. Following the reorganization, shareholders may exchange their shares in the newly established companies in order to achieve the intended ownership structure that motivated the demerger.
Spin-off
According to our experience, the spin-off is the most frequently used form of corporate reorganization.
This method is particularly effective when, for example, the largest shareholder and the second-largest shareholder agree to transfer a specific asset from the balance sheet of the existing company into a newly established joint-stock company. Once the spin-off has been completed, the parties exchange shares: the largest shareholder transfers all of their shares in the newly established company to the second-largest shareholder, while the second-largest shareholder transfers all of their shares in the original company to the largest shareholder. This enables each shareholder to gain full ownership of the assets allocated to the respective companies.
Merger
A merger occurs when two joint-stock companies resolve to combine into a single new entity. Upon completion of the merger, both original companies cease to exist, and a new joint-stock company is established, assuming all of their assets and liabilities.
In practice, this form of reorganization is relatively uncommon.
Acquisition
An acquisition (also referred to as an absorption) occurs when one joint-stock company is incorporated into another. The acquired company approves the acquisition, while the shareholders of the acquiring company adopt a corresponding resolution approving the transaction.
As part of the process, the shares of the acquired company are converted into newly issued shares of the acquiring company. Upon completion of the acquisition, the acquiring company becomes the legal successor to all rights and obligations of the acquired company.
Demerger
In a demerger, an existing joint-stock company is divided into two newly established companies, while the original company ceases to exist. Its assets and liabilities are allocated between the newly created entities.
The shareholders and their proportional ownership interests initially remain unchanged. Following the reorganization, shareholders may exchange their shares in the newly established companies in order to achieve the intended ownership structure that motivated the demerger.
Spin-off
According to our experience, the spin-off is the most frequently used form of corporate reorganization.
This method is particularly effective when, for example, the largest shareholder and the second-largest shareholder agree to transfer a specific asset from the balance sheet of the existing company into a newly established joint-stock company. Once the spin-off has been completed, the parties exchange shares: the largest shareholder transfers all of their shares in the newly established company to the second-largest shareholder, while the second-largest shareholder transfers all of their shares in the original company to the largest shareholder. This enables each shareholder to gain full ownership of the assets allocated to the respective companies.
Merger
A merger occurs when two joint-stock companies resolve to combine into a single new entity. Upon completion of the merger, both original companies cease to exist, and a new joint-stock company is established, assuming all of their assets and liabilities.
In practice, this form of reorganization is relatively uncommon.
Acquisition
An acquisition (also referred to as an absorption) occurs when one joint-stock company is incorporated into another. The acquired company approves the acquisition, while the shareholders of the acquiring company adopt a corresponding resolution approving the transaction.
As part of the process, the shares of the acquired company are converted into newly issued shares of the acquiring company. Upon completion of the acquisition, the acquiring company becomes the legal successor to all rights and obligations of the acquired company.
Liquidation
From the perspective of its initiators, the liquidation of a joint-stock company may be either compulsory or voluntary.
Compulsory liquidation may occur when a joint-stock company no longer complies with applicable legal requirements or when liquidation is initiated by creditors.
Voluntary liquidation is carried out when at least 66.67% of the holders of ordinary voting shares determine that it is no longer economically viable to continue the company’s operations.
Where the company has no outstanding creditors, or where assets remain after all creditor claims have been satisfied, the remaining property is distributed among the shareholders.
Depending on the ownership structure, the composition of the company’s assets, and their market value, the liquidator (or liquidation commission) may recommend the most efficient approach to liquidation distributions.
Particular attention should be given to the allocation and transfer of liquidation assets to shareholders who have not maintained contact with the company for an extended period.
Drawing on our extensive experience in supporting voluntary liquidations, we provide practical and tailored legal solutions designed to meet the specific needs of your joint-stock company throughout the liquidation process.
Compulsory liquidation may occur when a joint-stock company no longer complies with applicable legal requirements or when liquidation is initiated by creditors.
Voluntary liquidation is carried out when at least 66.67% of the holders of ordinary voting shares determine that it is no longer economically viable to continue the company’s operations.
Where the company has no outstanding creditors, or where assets remain after all creditor claims have been satisfied, the remaining property is distributed among the shareholders.
Depending on the ownership structure, the composition of the company’s assets, and their market value, the liquidator (or liquidation commission) may recommend the most efficient approach to liquidation distributions.
Particular attention should be given to the allocation and transfer of liquidation assets to shareholders who have not maintained contact with the company for an extended period.
Drawing on our extensive experience in supporting voluntary liquidations, we provide practical and tailored legal solutions designed to meet the specific needs of your joint-stock company throughout the liquidation process.