Law Office Badeva

Corporate Transactions (M&A) and Proceedings before the Commission for Protection of Competition

HomePractice AreasCorporate Transactions (M&A) and Proceedings before the Commission for Protection of Competition

In today’s dynamic and globally interconnected business environment, mergers, acquisitions, joint ventures, and other corporate transactions are essential tools for growth, innovation, and market expansion. However, the success of these complex undertakings depends not only on financial strategy, but also on flawless legal execution and proactive risk management.

We act as your trusted partner throughout the entire lifecycle of the transaction. Our team provides comprehensive legal support, combining in-depth knowledge of Macedonian and international corporate law with extensive practical experience, reinforced by a strong track record in complex litigation. We understand that every transaction is unique and requires a tailored approach — from the initial concept and due diligence phase, through precise contractual structuring, to successful closing and post-transaction integration.

Our approach is built on three pillars: expertise, precision, and prevention.

Proven Expertise
Our knowledge is not merely theoretical — it is forged in practice and validated in the courtroom. We understand the critical importance of proper corporate governance and strict procedural compliance, having witnessed how procedural deficiencies can lead to the annulment of key corporate decisions, including the dismissal of board members.
Contractual Precision
We believe that the foundation of every successful transaction is a crystal-clear and legally robust agreement. Every clause is carefully drafted to protect your interests and minimize exposure to future disputes.
Prevention and Risk Management
Our objective is to anticipate and neutralize legal risks before they materialize. Through thorough due diligence, we identify potential “red flags” — from hidden liabilities and unresolved employment disputes to incomplete partnership agreements that may result in complex termination proceedings.

Scope of Our Expertise

Merger Control and Regulatory Approvals

Navigating complex competition law rules is critical to the timely and successful implementation of any transaction. We provide full support in notification and approval procedures before the Commission for Protection of Competition, including:

  • Preliminary assessment and filing obligation analysis:
    We conduct a detailed analysis to determine whether your transaction meets the statutory thresholds for mandatory notification under the Law on Protection of Competition.
  • Preparation and submission of merger notification:
    We guide you through the entire process of preparing the extensive documentation required by the Commission, including:
    • Drafting a detailed summary and description of the nature of the concentration (merger, acquisition of control, joint venture)
    • Defining the relevant product and geographic markets, including substitutability analysis
    • Calculating and analyzing market shares of the parties and their principal competitors before and after the transaction
    • Preparing the economic rationale for the concentration and the expected consumer benefits
    • Compiling all required documentation, including transaction agreements, financial statements, and extracts from the commercial register
  • Communication with regulatory authorities:     
    We manage all communication with the Commission throughout the review process, respond to requests for additional information, and negotiate potential
Legal Due Diligence

Thorough due diligence is the foundation of every informed decision. Our team conducts a rigorous and comprehensive investigation of the target company to identify all legal risks and liabilities that may affect the value and structure of the transaction. Our review includes:

  • Corporate structure and governance:
    Review of incorporation documents, articles of association, share registers, and minutes and resolutions of management bodies
  • Contractual relationships:
    Examination of key agreements with customers, suppliers, distributors, and financial institutions, with particular focus on change-of-control clauses, restrictions, and termination conditions
  • Intellectual property:
    Identification and verification of ownership and status of trademarks, patents, copyrights, and trade secrets
  • Employment matters:
    Analysis of employment agreements (particularly executive contracts), collective agreements, internal policies, and any ongoing or potential labor disputes
  • Litigation and administrative proceedings:
    Investigation of all active, concluded, or potential court, arbitration, and administrative proceedings involving the company
  • Regulatory compliance:
    Assessment of compliance with applicable laws, including environmental protection, personal data protection, and sector-specific regulations
Transaction Structuring and Drafting

Based on due diligence findings and your strategic objectives, we design the optimal legal and tax structure for the transaction. We draft and negotiate all necessary agreements with the highest degree of precision, including:

  • Share Purchase Agreements (SPAs):
    Regulating all aspects of the transaction, including conditions precedent, representations and warranties, price adjustment mechanisms, indemnification obligations, and limitations of liability
  • Merger and consolidation agreements:
    Managing the entire procedure, from drafting the merger plan and management reports to registration with the commercial register
  • Joint Venture Agreements:
    Carefully defining objectives, governance structure, partner contributions, profit distribution, deadlock resolution mechanisms, and exit strategies to prevent disputes
  • Shareholders’ Agreements:
    Regulating post-transaction relations among shareholders, including governance rights, transfer restrictions, pre-emption rights, and tag-along/drag-along provisions

Our mission is to provide you with legal certainty and strategic advantage, enabling you to focus on what you do best — leading and growing your business. With us as your legal team, every corporate transaction becomes an opportunity for secure and sustainable development.

Get In Touch:

    Contact Us:
    • bul. Mitropolit Teodosij Gologanov No. 39/1-1, 1000, Skopje