Mergers & Acquisitions (M&A)
Our Prime Law Associates, based in Kathmandu, Nepal, is a distinguished corporate law firm providing expert legal services par excellence. With a team of young, experienced, and specialized corporate lawyers in Nepal, Prime Law Associates provides a wide range of legal services, including Mergers & Acquisitions (M&A). The firm acts as a trusted legal advisor for complex corporate transactions, offering practical, strategic, and regulatory-compliant solutions.
In Nepal, mergers and acquisitions are mainly regulated by the following acts:
Company Act 2063 (2006)
Foreign Investment and Technology Transfer Act 2075 (2019)
Competition Promotion and Market Protection Act 2063 (2007)
Banks and Financial Institutions Act 2073 (2017)
Securities Act 2063 (2007)
Mergers, Acquisitions, Takeovers, Transfer of Businesses & Corporate Restructuring Transactions
We provide legal assistance regarding mergers, acquisitions, takeovers, transfer of businesses and corporate restructuring transactions in Nepal. Our lawyers help you structure your transaction in an effective and legally sound way, which adheres to the relevant rules.
- Due Diligence & Risk Assessment
A thorough legal due diligence is performed on prospective target companies to determine any legal, regulatory, contract-based, and operational risks involved. We offer our clients an effective risk assessment and appropriate suggestions for making sound decisions regarding investments and acquisitions.
- Preparation & Negotiation of Transaction Documents
We help our clients prepare, review, and negotiate transaction documents such as share purchase agreements, shareholders’ agreement, investment agreements, and others that are essential to protect our clients’ interests.
- Regulatory Approvals
We assist in obtaining the necessary regulatory approvals required for mergers and acquisitions in Nepal.
- Compliance with Securities & Regulation
Advising public companies undertaking M&A transactions on compliance with rules and regulations required to be followed in NEPSE and elsewhere as per other regulatory organizations.
- Dispute Resolution for M&A
We assist our clients in resolving disputes that arise out of merger and acquisitions deals, such as breach of representation and warranty, breach of contract, shareholder disputes, among others.
- Corporate Governance & Corporate Transactions Compliance
Providing guidance on corporate governance issues such as regulatory compliance review, corporate registration, shareholder/board issues, and legal assessment. Also helping in preparing and filing statutory corporate filings and facilitating clients in obtaining necessary approvals for merger and acquisitions transactions
We assist our clients in connection with the following services:
- Mergers and Corporate Restructuring
- Assistance to corporations in relation to their merger, amalgamation, demerger, and corporate restructuring transactions
- Helping obtain approvals required by law for carrying out such transactions
- Acquisition Transactions
- Advising the buyers and sellers in share acquisitions, asset acquisitions, and business acquisitions
- Structure of the acquisition transactions and negotiation of commercial aspects of the transaction
- Legal Due Diligence
- Conduct of legal due diligence of the target companies and businesses involved in the transaction
- Identify legal, regulatory, and commercial risks of the transaction
- Structure of Transaction and Strategic Planning
- Assistance to corporations with respect to structuring their transactions from the point of view of laws and regulation
- Minimizing the risk and liability aspects of such transactions
- Share Purchase and Investment Agreement
- Drafting and negotiating of share purchase agreements, investment agreement, and shareholder’s agreement
- Transaction documentation and contract negotiations
- Foreign Investment and Cross-Border Transactions
- Advice to foreign investors with respect to acquisition and investment regulation of Nepal
- Obtaining approval relating to foreign investment and repatriation
- Competition and Regulatory Compliance
- Advice in relation to competition laws
- Assistance to corporations in dealing with regulatory authorities
- Employment & Business Transition Services
- Counselling on employment transitions, business restructuring, and post-transaction integration issues
- Assistance to companies with operational transition and compliance management services
- Dispute Resolution and Post-Acquisition Issues
- Representing clients in disputes concerning acquisitions and investments
- Resolving issues related to warranties, indemnities, and other contractual terms
- Advice for Startups and Private Equity Investments
- Advising startups and investors on venture capital and private equity deals
- Helping with fundraising, deal structure, and exits