Davinor Corporate · Corporate Transactions & M&A Advisory
Structuring of Acquisitions and Transfers of Corporate Control
From preparing the organization to the structured transfer of management and control.
Davinor structures and coordinates acquisition, divestment and corporate reorganization transactions.
We combine document preparation, coordination of due diligence, transaction structuring and planning of the transfer of management and control, supporting buyers, sellers and economic groups in complex corporate transactions.
Our methodology seeks to give the parties an organized understanding of the assets, obligations, risks and operational characteristics of the organization involved in the transaction.
Corporate specializations
Solutions for complex corporate transactions.
Company acquisitions
Structuring and coordination of corporate acquisition processes.
Company sales
Organizational and document preparation of companies for divestment processes.
Transfer of control
Planning and coordination of the procedures relating to a change of corporate control.
Financial institutions
Structuring of transactions involving the acquisition and transfer of control of financial institutions.
Corporate reorganization
Coordination of processes to reorganize the shareholding and administrative structure.
Post-acquisition transition
Planning of the administrative and operational handover to the new controlling shareholder.
Preparation for sale
Is your company prepared for an acquisition process?
A corporate sale requires more than identifying a buyer.
Preparing the organization involves knowledge of its shareholding structure, assets, obligations, contracts, financial situation and operational processes.
Davinor coordinates the organization of the information required for a structured presentation of the company and for the preparation of the negotiation and due diligence stages.
Shareholding structure
Financial situation
Assets and property
Contracts and obligations
Operational structure
Document governance
Davinor organizes and presents information. We do not certify the absence of liabilities and we do not guarantee the company's market value.
Structuring for acquisition
Structured information for corporate decisions.
Acquiring an organization requires an understanding of its asset composition, operational structure, obligations and shareholding characteristics.
Davinor coordinates the organization of the transaction information and the preparation for due diligence, supporting an understanding of the elements relevant to the acquisition and to the subsequent transfer of management and control.
Shareholding information
Capital composition, equity interests and relevant corporate acts.
Financial information
Financial statements, indebtedness, cash flow and identified commitments.
Assets and property
Real estate, machinery, equipment and other recorded assets.
Obligations and contingencies
Obligations assumed and contingencies reported or identified.
Contracts and commercial relationships
Instruments in force, terms, guarantees and commitments with third parties.
Administrative and operational structure
Internal organization, processes, personnel and continuity of the activity.
Due diligence
Organization and Coordination of Due Diligence
Structured knowledge of the organization involved in the transaction. Davinor coordinates the document preparation and the integration of the technical work required for due diligence, bringing together the information and the professionals involved in each workstream.
Corporate
Capital composition, equity interests, corporate acts and control structure.
Financial
Financial statements, indebtedness, cash flow, receivables and obligations.
Assets
Real estate, machinery, equipment, property and other assets.
Contractual
Commercial contracts, obligations, guarantees and commitments.
Labour
Personnel structure and information on labour related obligations.
Tax
Tax information, obligations and tax contingencies.
Regulatory
Licences, authorizations and requirements applicable to the business activity.
Operational
Customers, suppliers, processes and continuity of the operation.
Legal
Litigation, obligations and related legal instruments.
Compliance
Information relevant to risk prevention and institutional compliance, including verification of ownership and ultimate beneficial owners where applicable.
Davinor coordinates the process. Independent audits, legal opinions, valuation reports and other professional acts reserved by law are performed by legally qualified professionals. Davinor does not act as an independent certifying body.
Transfer of control
An acquisition does not end at signing.
Transferring control requires organization and continuity.
Once an acquisition has been formalized, the transfer of management and control may involve administrative reorganization, document handover, updating of access rights, transfer of responsibilities and operational integration.
Davinor coordinates the planning of these stages according to the scope and nature of the transaction.
- Handover planning
- Transition schedule
- Responsibility matrix
- Organization of the document handover
- Mapping of contracts and obligations
- Administrative handover
- Operational continuity
- Post-acquisition follow up
Davinor's coordination supports the planning and organization of the stages. The management of the acquired organization remains with the controlling shareholder and the formally appointed managers.
Financial Institutions M&A and Control Transition
Structuring of transactions involving financial institutions.
Davinor structures and coordinates the commercial and documentary aspects of transactions involving the acquisition and transfer of control of financial institutions.
Our work combines the organization of shareholding information, the structuring of the transaction, preparation for due diligence and the planning of the administrative and operational transition.
The procedures are developed taking into account the applicable regulatory requirements and the involvement of the specialized professionals required.
Shareholding structure
Identification of the shareholding composition and of the control structure.
Asset information
Organization of the records of assets, liabilities and equity.
Operational structure
Mapping of the existing activities, products and operations.
Regulatory compliance
Organization of the information relating to the applicable authorizations and obligations.
Document preparation
Structuring of the documents required for the transaction.
Transfer of control
Planning of the stages of the shareholding change and administrative handover, in observance of the authorizations required.
Operational continuity
Planning for the continuity of activities during the transition.
Transactions involving financial institutions are subject to specific legal and regulatory requirements.
Davinor's work does not replace the competencies of the regulatory authorities and does not represent a guarantee of approval for transactions subject to authorization. Davinor is neither a bank nor an authorized financial institution.
Davinor Corporate Transaction Framework
Methodology for Corporate Structuring and Transition
Seven phases that organize the transaction, coordinate due diligence and preserve continuity after the transfer of management and control.
01
Assessment
Preliminary assessment of the transaction.
02
Corporate Mapping
Shareholding, financial, asset related and operational mapping.
03
Transaction Structuring
Definition of the transaction architecture and of the structuring procedures.
04
Due Diligence Coordination
Organization and coordination of the relevant due diligence workstreams.
05
Transaction Planning
Planning of the formalization, approval and transfer stages.
06
Handover
Organization of the delivery and receipt of management and documents.
07
Post-Transaction Continuity
Follow up of the continuity measures provided for in the scope.
01
Assessment
Preliminary assessment of the transaction.
02
Corporate Mapping
Shareholding, financial, asset related and operational mapping.
03
Transaction Structuring
Definition of the transaction architecture and of the structuring procedures.
04
Due Diligence Coordination
Organization and coordination of the relevant due diligence workstreams.
05
Transaction Planning
Planning of the formalization, approval and transfer stages.
06
Handover
Organization of the delivery and receipt of management and documents.
07
Post-Transaction Continuity
Follow up of the continuity measures provided for in the scope.
The methodology is adapted to the nature of the organization, the transaction structure and the legal and regulatory requirements applicable to each transaction.
Corporate deliverables
Document organization and intelligence for corporate transactions.
Possible deliverables according to the contracted scope and the information available. They are not produced in every transaction.
- Corporate assessment report
- Shareholding mapping
- Document inventory
- Matrix of assets and obligations
- Financial information report
- Matrix of contracts and commitments
- Due diligence checklist
- Transaction schedule
- Control transition plan
- Responsibility matrix
- Follow up report
- Corporate handover dossier
Confidentiality and governance
Confidentiality and organization in strategic transactions.
Information made available by buyers and sellers is treated in accordance with the contractual instruments and the applicable permissions.
Access control
Information shared only with those who have contractual permission to access it.
Commercial confidentiality
Restricted treatment of the terms, parties and characteristics of the transaction.
Document organization
Documents identified, classified and organized by transaction stage.
Defined responsibilities
Clarity as to who answers for each deliverable, deadline and approval.
Traceability
Record of the origin, version and destination of each document organized.
Protection of information
Care with sensitive corporate data throughout the transaction.
Conflicts of interest
Identification of potential conflicts between the parties involved in the transaction.
Davinor applies internal procedures for organization and access control. We do not hold information security certifications issued by third parties.
Corporate relations
Is your organization facing a strategic transaction?
Present the nature of the transaction and your structuring needs to Davinor for a preliminary scope assessment.
This is a public channel for a preliminary scope assessment. Do not send confidential figures, complete corporate documents, banking details, passwords or restricted files here. When you submit, we open your e-mail application with the information filled in: opening the application does not mean automatic sending, the message only goes out after your confirmation.
Learn also about Davinor's work in structuring and transition in the public sector.
Davinor Government