Due diligence, M&A and investment in Georgia

Much of the corporate information on a Georgian company is public: the National Agency of Public Registry shows its director and shareholders, and real estate titles are recorded in the same registry. A due diligence starts there and moves on to the documents only the target can provide: the charter and corporate decisions, material contracts, employment, permits and licences, litigation, tax correspondence and intellectual property.

In a share deal the buyer acquires the company with its history, so the findings shape the warranties, indemnities and conditions of the share purchase agreement; in an asset deal the buyer chooses what it takes over. At closing, the transfer of shares and any change of director are filed with the Public Registry for the official fee of 200 GEL, or 400 GEL on the same day. Financial and tax due diligence and valuation are carried out by accountants; we coordinate with them so that the legal report and their findings fit together.