This project confirmed once more: when innovation meets professional legal advice, Estonian technology companies can reach the world's largest exchanges.

The situation

An Estonian technology company was preparing for a sale transaction with an international dimension and a link to the US Nasdaq exchange. In a deal like this a good product and growth figures are not enough: the buyer, the investor and the parties connected to the exchange examine the company's legal structure as closely as its financials.

The challenge

In an international transaction, three things most often affect the price or stall the deal:

• Due diligence: the buyer's legal review covers contracts, ownership structure, intellectual property, employment, disputes and data protection. Every loose end turns into a question, a price reduction or a demand for warranties.
• Pace: an international deal has a tight timetable and many parties. Documents must be ready before they are requested.
• Different legal systems: the deal meets Estonian company law and the expectations of foreign parties, including US practice.

What legal advice covers in a deal like this

• a review of the company's legal position before the sale process starts (vendor due diligence);
• tidying up the ownership structure, shareholder arrangements and capital;
• checking key contracts, employment relationships and IP ownership;
• answering the buyer's due diligence questions and preparing the data room;
• analysing and negotiating the transaction documents (sale and purchase agreement, warranties and indemnities);
• assessing regulatory and data protection risks;
• working with the other parties' advisers and coordinating the deal through to closing.

Why legal preparation matters

A seller's position is stronger the fewer surprises due diligence brings. When contracts, ownership structure and intellectual property are in order before negotiations begin, the seller can focus on price and terms instead of fixing mistakes. For a technology company, clarity matters most on who owns the code, how key customer contracts are handled and whether governance is documented.

Leading the project

On Leadlex's side the deal was led by our chief lawyer Georgi Džaniašvili, whose experience with international technology and fintech clients was key to the success of the deal.

Lessons

1. Start legal preparation before the buyer asks for it.
2. Clean up the ownership structure and IP ownership.
3. Prepare an overview of key contracts, including change-of-control terms.
4. Prepare the data room and answers to standard questions.
5. Involve an experienced lawyer from the start of the deal.

This case is anonymised. Every deal is different and the result depends on the parties and the circumstances.

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