Corporate law & M&A consulting

Corporate & M&A

Legal architecture for companies in motion

from idea to exit

Corporate law is the legal infrastructure on which any business is built and operates. Clear navigation of this complex area is fundamental to commercial success, attracting investment, and avoiding costly litigation. At TGZ Legal we offer a strategic partnership that covers the entire company lifecycle, from incorporation to complex expansion moves such as mergers and acquisitions (M&A).

Our approach is grounded in a deep understanding of the Romanian legislative framework, primarily governed by Law 31/1990 on companies. We focus on building optimized, flexible, and compliant structures that support each client's objectives regardless of their size or industry.

LLC, Joint Stock Company (JSC) and SPV's Architecture Full-scope due diligence & dataroom Support from seed to Series C
All legal services Book an intro call

Context & impact

We plug in when business speed must be backed by scalable legal infrastructure.

Built for

  • Founders preparing a seed, Series A or exit milestone
  • Groups absorbing start-ups or regional competitors
  • Mature companies rearranging shareholding structures
  • Investors who need a hands-on local partner

Signals it is time

  • You negotiate a term sheet and need the right corporate model
  • You prepare a dataroom for due diligence and want zero surprises
  • You require clear founder clauses and exit mechanics
  • You plan to integrate an entity and must minimize risk

Expertise areas

Strategy, execution, and pristine paperwork without slowing the business down.

setup

Formation & strategic reorganizations

We design flexible corporate structures for every growth stage.

  • Tailored articles of association, corporate governance clauses, exit mechanics
  • End-to-end liaison with the Trade Registry for filings and approvals
governance

Governance & recurring operations

Day-to-day compliance without adding friction for the leadership team.

  • NACE/CAEN, headquarters, directors, and branch updates
  • We prepare shareholders’ meeting resolutions, draft and negotiate contracts, and represent the company in dealings with debtors, creditors, and public authorities.
M&A

End-to-end transactions

We coordinate mergers, acquisitions, and asset deals with disciplined risk control.

  • Structure share or asset deals and calibrate pricing mechanisms
  • Full legal due diligence, SPA drafting, and post-deal implementation
exit

Controlled exits & insolvency

Orderly wind-down or recovery programs handled with zero guesswork.

  • Dissolution, liquidation, and deregistration without admin blockers
  • Reorganization plans and legal representation at every stage.

Our playbook

When it comes down to M&A deals, we provide clear phases that keep stakeholders aligned and reduce downtime.

  1. 01

    Action plan and data collection.

    Week 1

    We define the scope of the due diligence, map the company’s current structure, and prepare the working plan. We request and consolidate all documents, data, and explanations required from the client for a comprehensive legal assessment.

  2. 02

    Documentation & dataroom

    Weeks 2-3

    We review the received documents from the perspective of legal risks, regulatory compliance, and their impact on the business or the transaction. We identify inconsistencies, hidden obligations, problematic clauses, and potential vulnerabilities.

  3. 03

    Raport de Due Diligence

    Weeks 3-6

    We draft a structured and detailed legal due diligence report highlighting the identified risks, their level, and concrete mitigation recommendations. The report is presented and discussed together with the client to clarify the impact of each relevant aspect.

  4. 04

    Implementation and remediation.

    Post-transaction

    We assist the client in addressing the identified risks by reviewing or drafting the necessary documentation, implementing new legal structures, correcting non-compliance issues, and monitoring risk mitigation in the medium and long term.

What you receive

Board-ready deliverables, investor packs, and regulator-proof files.

Documentation

  • Articles, shareholders' resolutions, and internal regulations
  • Structured dataroom, checklists, and meeting minutes
  • Bilingual drafts for Share Purchase Agreement, Shareholders Agreement, and Ancillary Contracts

Strategy & execution

  • Governance roadmap and stakeholder calendar
  • Responsibility matrix and approval workflows
  • Coordination with tax, financial, and HR advisors

Risk control

  • Due diligence report with priorities and remediation plan
  • Procedures for ongoing compliance and reporting
  • Integration or wind-down playbook

Frequently asked questions

How long does a full reorganization take? +

A standard engagement (diagnostic + documentation + implementation) lasts 4–6 weeks depending on entities involved and stakeholder availability. We lock the timeline together from day one.

How do you collaborate with international investors? +

We work directly with their advisors, provide bilingual documents, and act as a local partner with authorities. All communication stays in one shared channel to remove blockers.

What happens after due diligence? +

We deliver a prioritized report, list mandatory remediations, and stay involved until each measure is implemented. If the deal moves forward, the same materials feed integration or the next funding round.

Plan your next legal move

Schedule a meeting with us to discuss the details and explore how we can support you.

Schedule a call Download the deliverable list
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