Countermeasures to raiding
Protection of a company from merger. Anti-raiding. Based on many years of experience of services in the field of security and the increasing needs of customers, our Association offers a new service: Protection against hostile merger of a company. Currently, hostile merger issues are very serious. If earlier people have fought for oil wells, privatized state property, now the struggle is at all business levels. Large companies merger medium companies, medium companies merger their competitors and small business, small business mergers their own kind. The objectives of hostile merger are different:
- Merger of competitors in order to expand business;
- Merger aiming to obtain the ownership of land and buildings, in which the target company is located;
- Merger with the purpose to sell the target company assets and receive immediate benefit.
Any hostile merger starts with intelligence. Raider attack is no exception to the rule, and before the invader begins to institute legal proceedings and assault the office of the Director General, he must obtain as much information as possible about the object of his unfriendly interest. Also, it is desirable to infiltrate insiders to the ranks of the enemy, to become an enemy within. That is why many mergers start with purchase of the shares of the target company. If someone suddenly actively starts buying your stocks, it makes sense to think about it. However, the purchase of shares is not the only factor indicating the beginning of the corporate war. Also, the following evidences this:
- gathering information about the company;
- a message from the registrar about attempts of withdrawal or withdrawal from him/her of the register of shareholders, which is the basic document providing evidence of rights to shares of the company;
- obtaining a ruling on the imposition of provisional measures on the assets of the company or on certain actions by its management;
- negative information about the company and its management in the media;
- presentation of stringent requirements on pre-existing debts of the company (including the emergence of new creditors, debt consolidation), etc.
Among all the possible ways of merger, as a rule, the key strokes are selected, with the help of which it is possible to draw away, freeze or take away a maximum amount of the opponent's financial resources.
Methods and tools used in corporate wars:
- Purchase of shares;
- Court cover;
- Black PR;
- Capturing and holding the power;
- Paid-for bankruptcy;
- Corporate scandal;
Our Association advises all entrepreneurs to pay special attention to preventive protection of their businesses. Most entrepreneurs do not pay prompt attention to preventive protection and seek professional help only when the threat of business loss becomes apparent. Creation of "defence lines" through the use of legal and financial mechanisms maximizes resistance to merger and reduces costs of protection (cost of protection of the company at the time of the attack that has already begun is significantly higher than the pre-built-up complex protection).
Our security and law organization offers a range of measures for the organization of protection of companies from merger
- Amendment of articles of the Charter aimed at the impossibility or maximizing the difficulty of the procedures of change of ownership or company's management;
- Analysis and amendment of employment contracts with the management of the company aimed at increasing its effective operation;
- Legal analysis of company's documents in the part of schemes of company ownership;
- Legal "cleaning" of the company privatization history;
- Creating legal pitfalls that can significantly affect the outcome in the event of a corporate war;
- Work with the staff aimed at activation of staff activities;
- Work with trade union bodies operating at the company;
- Work with company retirees.
- Analysis of financial and economic documentation of the company;
- Formation of algorithms for correct work with debtors and creditors of the company;
- Formation of algorithms for correct work with credit institutions;
- Formation of artificial creditor debts and their transfer to "their" companies.
- Work with local and national media.
- Analysis of the company security service activities;
- If necessary, the development of measures to ensure the appropriate protection regime.