Mergers & Acquisitions

In today’s economy, where changes occur faster than ever before, mergers and acquisitions have become one of the most important instruments for business growth and transformation. While organic growth often requires years of investment and gradual expansion, M&A transactions allow companies to accelerate the process, skip certain development stages, and quickly secure a stronger market position.

For young and innovative companies, a merger or acquisition presents an opportunity to attract capital, gain strategic partners, and expand operations into foreign markets. Entering an M&A arrangement can open doors to new technologies, know-how, and distribution channels that would otherwise remain inaccessible.

For mid-sized enterprises, M&A can mean stepping up to the next level, either through partnerships with foreign investors or through mergers with related companies to expand capacity and optimize operations.

For large corporations, mergers and acquisitions are often a way to consolidate the market, diversify portfolios, and find new growth sources through the acquisition of smaller, agile, and innovative firms.

Whether you are a startup seeking investors, a family-owned business planning to enter international markets, or a multinational corporation looking to strengthen your global position, mergers and acquisitions can be the right tool to achieve those goals.

Why Zunic Law for M&A?

  •  Proven experience – we have successfully completed dozens of acquisitions and mergers, both domestically and in cross-border transactions.
  • End-to-end approach – we guide you from the first contact with the target company, through negotiations and due diligence, all the way to closing and post-closing obligations.
  • Multidisciplinary team – we combine expertise in corporate, tax, labor, IT, and competition law, because only a comprehensive approach can guarantee success.
  • Innovation and AI tools – we use artificial intelligence and digital tools in due diligence procedures, enabling faster and more precise document analysis.
  • Personalized service – every client has a dedicated attorney and team who understand the industry and its specific challenges.

Our Approach: Clarity, Speed, and Legal Certainty

In the field of M&A, every mistake or delay can have serious consequences for both the company and the transaction itself. That’s why our approach is focused on clarity and predictability at every stage. Above all, we are committed to understanding our clients’ business goals, because only when we know the ultimate objective can we design legal solutions that effectively support it.

Throughout the process, we focus on timely risk identification, achieved through detailed due diligence and systematic assessment of regulatory obligations.

A distinctive part of our approach is the application of technology and artificial intelligence in due diligence. In large transactions, the volume of documentation can be overwhelming, and the AI tools we use enable quick identification of risky clauses, contract version comparisons, and creation of clear reports. In this way, we shorten deadlines, reduce costs, and provide greater security during negotiations.

At the same time, we carefully manage negotiations and draft documentation so that the transaction is completed within planned deadlines, without unnecessary delays. Our support does not end with contract signing, we also oversee business integration, fulfillment of post-closing obligations, and provide ongoing advice to ensure long-term legal security and business stability.

Key Practice Areas in M&A

  1.  Strategic mergers and acquisitions
  2. Due diligence analyses
  3. Carve-outs and spin-offs/split-ups
  4. Joint ventures
  5. Tax advisory and transfer pricing
  6. Capitalization and transaction financing
  7. Loan agreement negotiations
  8. Debt recovery
  9. Management and leveraged buyouts (MBO & LBO)
  10. Restructuring and business termination
  11. Antitrust aspects of mergers and acquisitions
  12. General corporate advisory

Below are the details of the area, with a focus on tangible results we deliver.

1) Strategic Mergers and Acquisitions

  • Target company analysis and preparation of initial offers
  • Transaction structuring: share deal or asset deal
  • Contract negotiation and drafting (SPA/APA)
  • Ensuring compliance with regulatory obligations and protecting the interests of transaction participants
  • Legal support for post-closing integration and monitoring of agreed obligations

Result: legally secure and economically sustainable transactions with clear steps for further growth.

2) Due Diligence Analyses

  • Comprehensive review of contracts, regulatory permits, tax, and labor obligations
  • AI support for quick document analysis and risk clause identification
  • Detailed reports including key findings and recommendations
  • Identification of potential disputes and hidden liabilities
  • Support during negotiations based on due diligence results

Result: informed decisions and reduced risk of unpleasant surprises after closing.

3) Carve-Outs and Spin-Offs/Split-Ups

  • Preparation of documentation for separating part of a business into a new entity
  • Allocation of assets, rights, and obligations between new companies
  • Advisory concerning tax and regulatory implications
  • Coordination with the Business Registers Agency and other authorities to ensure smooth implementation
  • Support during transition to ensure uninterrupted operations

Result: clean and sustainable business structures that allow greater flexibility and growth.

4) Joint Ventures

  • Creating partnerships based on clearly defined rules
  • Contracts regulating rights, obligations, and dispute resolution mechanisms
  • Compliance with tax and regulatory requirements
  • Governance models ensuring transparency and efficiency
  • Legal support throughout the entire partnership

Result: long-term sustainable partnerships providing a stable framework for cooperation and growth.

5) Tax Advisory and Transfer Pricing

  • Structuring tax-efficient transactions
  • Analysis of transfer pricing implications during and after acquisition
  • Guidance on international taxation and double taxation issues
  • Development of tax plans to minimize liabilities and maximize profits
  • Ongoing monitoring of tax regulations relevant to M&A

Result: optimized costs and avoidance of tax disputes.

6) Capitalization and Transaction Financing

  • Advisory on equity and debt instruments for acquisition financing
  • Structuring financing through convertible loans and mezzanine models
  • Preparation of documentation for investors and banks
  • Support in negotiations with creditors to secure favorable terms
  • Compliance with local and international regulations

 

Result: financial stability and favorable financing terms supporting clients’ objectives.

7) Loan Agreement Negotiations

  • Preparation and analysis of loan and guarantee agreements
  • Protecting clients’ interests through covenant negotiations
  • Support in refinancing and debt restructuring
  • Advisory on securities and protective mechanisms in contracts
  • Compliance with banking and foreign exchange regulations

 

Result: secure and predictable financing arrangements that minimize risks.

8) Debt recovery

  • Resolving disputed claims post-transaction
  • Alignment of purchase price adjustment mechanisms
  • Legal protection of creditor interests in negotiations and litigation
  • Strategies for efficient debt recovery
  • Advisory on credit risk management

Result: stable balance sheet and value preservation after M&A.

9) Management and Leveraged Buyouts (MBO & LBO)

  • Structuring and preparation of management buyouts
  • Advisory on buyout financing through debt instruments
  • Balancing management and investor interests
  • Legal support during negotiations and contract finalization
  • Compliance with local laws and regulatory requirements

Result: successful ownership transition while maintaining business continuity and management motivation.

10) Restructuring and Business Termination

  • Planning and management of restructuring processes
  • Legal support in liquidation and bankruptcy
  • Representation of creditors and debtors in proceedings
  • Development of reorganization plans
  • Monitoring implementation of restructuring measures under the law

Result: controlled process with minimal losses and preservation of business value.

11) Antitrust Aspects of M&A

  • Assessment of whether merger clearance is required
  • Preparation of documentation and communication with the Competition Authority
  • Advisory on potential measures and restrictions under competition law
  • Support in approval procedures
  • Ensuring compliance with EU and Serbian competition rules

Result: transactions that obtain regulatory approval on time, without delays or sanctions.

12) General Corporate Advisory

  • Ongoing support during and after the M&A process
  • Alignment of internal acts and corporate governance
  • Advisory concerning employee contract and their integration
  • Legal support in everyday corporate matters
  • Monitoring legislative changes and updating policies

Result: stable organization and successful post-merger integration, ensuring business continuity.

What Collaboration with Us Looks Like

  1. Kick-off and strategy – defining transaction goals and framework
  2. Due diligence and structuring – analyzing risks and proposing optimal models
  3. Negotiations and documentation – drafting and negotiating all agreements
  4. Closing and integration – ensuring execution and monitoring post-closing obligations

Examples of Completed Projects (Non-Confidential)

  • Acquisition of a domestic IT company – legal support for a foreign investor, due diligence, and negotiations. Outcome: completed within 4 months with no regulatory obstacles.
  • Carve-out of a production unit – legal framework, transfer of contracts and employees. Outcome: successful separation and sale of part of the business.
  • MBO in a technology company – combination of equity and debt financing, ESOP for key employees. Outcome: management acquired ownership and continued development.
  • Joint venture in the IT sector – partnership created with clearly defined rules. Outcome: long-term stable cooperation.
advokat za nekretnine

Vitomir Žunić

Zunic Nemanja

Nemanja Žunić

Frequently Asked Questions (FAQ)

1. How long does a typical M&A transaction take?

The timeline depends on several factors: company size and complexity, regulatory obligations, and the decision-making speed of the parties involved. On average, standard transactions last between 3 and 6 months.

However, if the deal requires Competition Authority approval, the process can take longer. Our role is to make it as predictable as possible, map out all phases in advance, and prevent administrative delays.

Due diligence is not always legally required, but is almost always essential for informed decision-making.

It involves a thorough review of contracts, financial statements, tax obligations, employment relations, regulatory permits, and intellectual property rights.

The goal is to give the buyer a clear picture of what they are acquiring and the associated risks. Findings typically shape warranties, protective mechanisms, and even the transaction price.

Both models have advantages. In a share deal, the buyer acquires the entire company with all its rights and obligations, meaning business continues seamlessly – but risks from inherited obligations exist.

In an asset deal, only selected assets are purchased, which may mean lower risk but also more complex negotiations and transfers.

The best model depends on transaction goals, tax implications, and business logic—this is where legal advisors play a key role.

Protection is achieved through contractual mechanisms: representations and warranties, escrow accounts, or warranty & indemnity (W&I) insurance.

These instruments allow the buyer to claim compensation if undisclosed problems arise after closing.

Our team always proposes the optimal combination of protections based on transaction value and identified risks.

Yes. Restructuring can be voluntary and carried out through agreements with creditors, reorganizing assets, debt, or ownership structure without bankruptcy proceedings.

This approach is often faster and more efficient, as it enables continued operations and preservation of company value.

Legal advisors play a key role in structuring such arrangements, negotiating with creditors, and ensuring compliance with laws for a sustainable process.

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