Mergers and Aquisitions

Thanks to our ongoing ample participation throughout the firm’s history on the mergers and acquisitions activity in Honduras, our firm possesses a high level specialized M&A practice, integrated by a multidisciplinary team capable of giving advice on this field to all sectors of the economy and industry, including regulated and unregulated sectors.  

Our experience working on acquisitions both from the buyers’ side, as well as the seller’s side, has allowed us to have the insight for supporting our clients on the preparation, review and negotiation of the relevant transactions documents based on their particular needs as well as any special circumstances for a transaction.    

We have worked on the design, structure and implementation of different types of acquisitions governed under Honduran law. We have also acted as local counsel, advising on all Honduran law implications on acquisition transactions subject to laws from other jurisdictions, collaborating with legal counsels from such jurisdictions. Our advice includes, among others, the following:   

• Preparation or review, along with the negotiation of the transactional documents. For this we place particular attention to the conditions to closing of the transaction, the potential liabilities, as well as the covenants for the conduct of management prior to closing and the corresponding transition.
• Performing legal Due Diligence of a target, as well as preparing a due diligence data room.
• Preparing, filing, and assisting in the proceedings for obtaining any required financial and / or antitrust approvals.
• Design and implementation of the closing procedures for the transaction.

Our participation in mergers includes, among others, the following:  

• Preparation of the shareholders minutes of the merging entities, their notarization and registration at the corresponding Commercial Registry Office.
• Preparation of the required merger publications.
• Preparation of the merger agreement and its registration at the corresponding Commercial Registry Office.
• Preparation of any shareholder agreements among the shareholders of the surviving entity.
• Notices and / or filings with authorities, such as antitrust, tax, judicial, public registries, and others.

Our lawyers’ expertise in this field of practice allows us to provide additional value for identifying and mitigating the particular risks in an M&A transaction based on the particular sector involved. As a result, our firm has participated in the most notable transactions in in the fields of food industry, real estate, agro-industrial, telecommunications, insurance, and in the majority of the of bank and financial group acquisitions during this century in Honduras.