When to refer the matter
The service is addressed to buyers, sellers and management boards of energy companies. It covers the sale of shares, changes of control within a group and a planned merger or asset purchase, where the effects on the licence and on existing contracts have to be established.
It is best to refer the matter before binding documents are signed. Some requirements attach to that stage rather than to closing. Where the agreement has already been signed, the date of signature and the planned moment of taking control determine which stage the work is matched to and which deadlines are checked first.
What is reviewed
We first establish whether the shareholder, the operating entity or the company structure changes as a result of a merger. In a sale of shares the licence holder as a rule remains the same company. In a merger, succession and the exceptions under article 494 KSH have to be taken into account. These differences shape the rest of the analysis.
We read the licence with its amendments and check the planned changes of data as well as the specific conditions of the decision. A single notification deadline is not applied to every company. In financing, energy sale, lease or other indicated contracts we analyse change-of-control clauses and the consents they require. We also establish whether the planned operation calls for a merger control or investment screening assessment. Preparing information for the qualification of a transaction is not the same as obtaining an authority’s consent.
Scope and its limits
The service concentrates on the ownership change and on carrying out the transaction steps. Full legal due diligence of the company or the project, the technical assessment of the installation, business valuation, financing and tax analysis are agreed separately. An existing due diligence report can be used, with an indication of which findings are relevant to the ownership change. The precise list of deliverables follows from the accepted engagement and the fee is agreed before the work starts.