Corporate and commercial law

EY provides advice on disputes, lawsuits and claims among company shareholders or company shareholders and the company. These issues can include claims and legal actions regarding resolutions of the board of directors or the general shareholders’ meeting, court-ordered dissolution and the liability of company directors.

EY advises on many aspects of corporate governance, including director and officer liability. EY practitioners offer advice to listed companies, institutional investors, private equity investors, underwriters, board committees, directors and others.

Since the global financial crisis, insolvency law has evolved to meet the challenges of economic reconstruction. Changes include the harmonization of domestic insolvency laws across the EU and the review of the insolvency proceedings regulation by the European Commission.

EY’s work includes all forms of reconstructions, from in-house solvent reorganizations to reorganizations designed to avoid formal insolvency. In connection with financial distress and pre-bankruptcy circumstances, EY assists banks and private equity funds confronting various types of business crisis situations from both a business and credit perspective.

EY’s team is made up of multidisciplinary experienced professionals who are able to harness the resources of our organization as a whole, with a focus on bankruptcy and restructuring matters complemented by practice areas such as real estate, pensions and employment. This flexibility lets EY tailor our resources to best suit your needs.

Corporate restructuring and formal insolvency

EY’s offerings include:

• Restructurings and rescue securitizations
  
• Moratoriums, work-outs and standstills
  
• Rescheduling of debts, debt-to-equity swaps and other forms of capital restructuring
  
• Restructuring by means of corporate finance transactions (buyouts, M&A and new equity investment), corporate restructurings avoiding formal insolvency procedures (schemes of arrangements) and restructurings through insolvency processes (bankruptcy sales and purchases)
  
• Structured receiverships
  
• Purchase and sale of bankruptcy claims
   

Transaction planning

Besides getting involved when companies are facing financial challenges, EY advises on other transactions, which may include assessing insolvency risk, introducing measures into the structuring and drafting a deal to get protection against a subsequent counterparty insolvency.

Insolvency dispute resolution

EY’s team can help with a full range of dispute resolution issues, from bringing and defending avoidance actions, to sanctions against directors, to contested debt recovery and winding-up proceedings. Dispute resolution may also include:

• Protection of assets from creditor claims
  
• Cross-border recovery asset freeze and search operations
   

EY competition lawyers offer detailed legal advice to support your merger control requirements, whether you are planning local transactions or cross-border transactions involving many countries. EY’s legal support encompasses:

• Strategic analysis to determine the likely potential issues, if any, and remedies that likely would be required, such as divestments.
  
• Multijurisdictional analysis — wherever your transaction occurs, we can advise on the applicable merger control regimes.
  
• Market definition analysis to provide a view on the extent, if any, of potential issues arising. Here EY lawyers commonly work with economists and other professional advisors at EY applying their insights and skills to the issue.
  
• Drafting of the filings, creating both the key messages and addressing issues arising, as well as local aspects.
  
• Advice in relation to engagement between the parties, such as drafting non-confidentiality agreements, rules and protocols to set up and manage clean teams, and procedures to ensure integration planning doesn’t breach so-called “gun-jumping” rules.
  
• Engagement with the competition authorities, from pre-notification contact to conduct and completion of the procedure.
  
• Support, if necessary, on any divestment process, including engagement with sale and monitoring trustees.
  

The close collaboration between EY lawyers and other professionals working across a number of disciplines and areas worldwide allows EY to provide integrated and multidisciplinary advice.

An antitrust and competition law on so-called “dawn raids” requires an organization to engage quickly anywhere in the world it is doing business. The immediate requirement is to respond to the fact that the competition authority is “in the lobby.” Advisors should be present in the city, or at least within a short travel time, to be most useful.

During the dawn raid the client needs not only legal advisors but also data analysts and IT forensic professionals. A copy must be made of what the authority has itself copied, and this needs to be put onto a standalone system that can later be used to analyze the information.

Advisors who are familiar with the sector are often required to place the conduct identified into context, allowing the determination of whether or not it was legitimate. Dawn raids across countries and even continents are increasing, so advisors need to be global to provide universal support that is effective and efficient.

EY competition lawyers offer broad legal advice to support clients during and after a dawn raid. EY support encompasses:

• On-site support for the local management and legal team, so that the competition authority remains within its powers of search
  
• Sophisticated IT supporting the copying of data from potentially a multitude of devices (PC, cloud, smartphone) across potentially many countries
  
• Engagement with the competition authorities, from the dawn raid to the closure of the matter and, if necessary, appeal of the matter before the relevant court
  

The close collaboration between EY lawyers and other professionals from EY working across a number of disciplines and areas worldwide allows EY member firms to provide integrated and multidisciplinary advice.