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Services

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Mergers & Acquisitions

Mergers & Acquisitions

Full-service scope

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We provide end‑to‑end legal support for domestic and cross‑border mergers, acquisitions, joint ventures and strategic investments. Our approach is commercial, risk‑calibrated and execution‑focused — from initial target assessment through post‑closing integration and dispute prevention.

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Pre‑transaction advisory

  • Transaction strategy and planning: deal rationale, value drivers, timeline, approvals and exit options; advising on optimal buyer/seller positioning.

  • Market and regulatory scoping: identification of regulatory clearances, antitrust/competition, sector‑specific and licensing issues; preliminary engagement strategy with regulators and stakeholders.

  • Structuring & tax coordination: legal entity selection, acquisition vehicle, share vs asset purchase analysis, financing structures, tax considerations and coordination with tax advisers.

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Due diligence

  • Legal due diligence: corporate, contracts, employment, litigation, regulatory compliance, permits and licenses, insurance programs, third‑party agreements, IP, data protection, real estate, environmental and pensions/benefits.

  • Target risk assessment: materiality thresholds, deal breakers, contingent liabilities and regulatory exposures.

  • Vendor due diligence and data room management: prepare, manage and respond to Q&A; document checklists and confidentiality protections.

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Transaction documentation & negotiation

  • Term sheets and heads of terms: drafting and negotiating commercial terms, break fees and timelines.

  • Sale & purchase agreements: tailored SPA/APA (shares/assets), representations & warranties, indemnities, covenants, conditions precedent and post‑closing obligations.

  • Ancillary agreements: escrow, escrow release mechanics, escrow agent selection, escrow claims procedures; shareholder agreements; transfer, assignment or novation agreements; IP assignments; employment/onboarding contracts.

  • Financing and security documents: negotiating facility agreements, security packages, intercreditor arrangements and guarantees.

  • Regulatory filings & clearances: prepare and coordinate competition filing and sector  or other applicable approvals.

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Risk allocation & protection

  • Warranty & indemnity negotiation: scope, caps, baskets, survival periods and claim processes.

  • Contingent consideration: earn‑outs, holdbacks, milestone frameworks and dispute resolution mechanisms.

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Employment, benefits & workforce matters

  • Transfer planning, termination and restructuring strategies, employee incentive and retention plans, change of control implications, pensions and benefit liabilities assessment and drafting of settlement or continuity arrangements.

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Regulatory, sector & licensing work

  • Detailed handling of sector‑specific approvals (insurance, healthcare, financial services), licensing transfers, regulatory compliance roadmaps and remedial programs post‑closing.

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IP, data protection & technology

  • IP ownership and transfer documentation, software/technology assignments and licensing; data privacy compliance assessment, data transfer mechanisms and warranties regarding data breaches.

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Closing & execution

  • Closing checklists, condition satisfaction confirmations, escrow mechanics, closing deliverables and coordination with escrow/escrow agents, notaries and other local formalities.

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Post‑closing & integration

  • Post‑closing adjustments, purchase price mechanisms, integration planning and execution support (legal, regulatory and contractual harmonization).

  • Claims management and dispute avoidance: manage indemnity claims, warranty disputes, negotiation and mediation; coordinate litigation or arbitration if needed.

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Cross‑border & local implementation

  • Local counsel coordination, foreign investment screening, foreign exchange and repatriation considerations, translations and local corporate filings.

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Project management & client reporting

  • Dedicated partner‑led team, milestone tracking, risk dashboards, budget management and regular client updates.

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Why engage us

  • End‑to‑end delivery combining boardroom strategy, in‑house deal experience and hands‑on transaction execution.

  • Faster regulatory navigation and accurate risk assessment.

  • Practical, commercially aligned solutions focused on minimizing execution risk and protecting client value.

 

How We Work

At NKOR Legal, we provide comprehensive M&A support backed by the extensive experience of our managing partner, who has successfully led over 30+ mergers and acquisitions. Our approach combines strategic partnership with proactive communication and hands-on execution. We focus on identifying and mitigating risks while delivering tailored solutions that protect your interests. From initial planning through post-transaction integration, we ensure a smooth process that aligns with your business objectives, helping you navigate the complexities of M&As with confidence.

Corporate Law

Full-service scope

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Comprehensive corporate legal services covering the full lifecycle of a company — formation, governance, transactions, compliance and restructuring. We provide practical, business‑aligned advice that protects value, manages risk and enables growth.

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Company formation & structuring
  • Entity selection and formation: advise on optimal legal form (LLC, JSC, branch, etc.), prepare and file incorporation documents, shareholder registers and statutory filings.

  • Holding and group structures: design holding and subsidiary arrangements for tax, liability protection and operational efficiency.

  • Cross‑border structures: coordinate with foreign counsel on branch registrations, representative offices, and investment structuring.

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Corporate governance & board support
  • Board and shareholder governance: draft and implement charters, bylaws, shareholder agreements, board and committee terms of reference.

  • Board support: prepare meeting materials, minutes, resolutions, conflict‑of‑interest procedures and governance advice for directors and officers.

  • Governance audits: assess governance frameworks and recommend remediation to align with best practice and investor expectations.

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Shareholder & investor relations
  • Shareholders’ agreements: governance, transfer restrictions, tag/drag, buy‑sell and exit mechanics.

  • Capital raising & equity instruments: share issuances, convertible instruments, option plans, ESOP design and implementation.

  • Investor relations: disclosure, information rights, reserved matters and minority protection mechanisms.

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Corporate transactions & commercial contracts
  • Asset and share acquisitions, joint ventures and strategic alliances.

  • Drafting and negotiating commercial agreements: supply, distribution, agency, licensing, services, outsourcing and other related contracts.

  • Contract lifecycle: template drafting, contract management policies and dispute‑resistant drafting.

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Compliance & statutory work
  • Corporate services: maintenance of statutory registers, filings, annual returns and corporate filings with local authorities.

  • Regulatory compliance: licensing, sector‑specific rules, anti‑money‑laundering, foreign investment screening and statutory reporting.

  • Compliance programs: policies, manuals, internal controls and training for boards and staff.

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Restructuring and reorganizations
  • Corporate restructurings: mergers, demergers, internal reorganizations, carve‑outs and spin‑offs.

  • Debt workouts and refinancings: creditor negotiations, intercreditor arrangements and security documentation.

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Employment & benefits (corporate interface)
  • Employment structures tied to corporate events: change of control, retention and termination frameworks, executive agreements and incentive schemes.

  • Benefits liabilities review in corporate transactions.

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Compliance & risk management
  • Corporate risk assessments, internal controls, anti‑corruption, conflicts of interest and compliance monitoring.

  • Data protection & privacy: corporate policies, data transfer mechanisms and vendor compliance checks.

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Intellectual property & technology
  • Ownership and protection of company IP, licensing models, tech transfer, software development agreements, and IP due diligence.

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Disputes & prevention
  • Contract disputes, shareholder disputes and corporate litigation strategy; pre‑emptive measures; litigation management.

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Sector‑specific advisory
  • Tailored advice for regulated sectors, including licensing, regulatory approvals and sector compliance programs.

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Documentation, due diligence & reporting
  • Corporate due diligence for transactions, vendor/supplier onboarding, and regulatory reporting pack preparation for investors, lenders and authorities.

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Project delivery & client service
  • Partner‑led team, clear tasking, milestone management and transparent fee proposals (fixed fees, phased retainers or hourly as agreed).

  • Multilingual capability and coordination with local and international counsel for cross‑border matters.

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Why engage us

  • Practical, commercially oriented corporate advice rooted in transaction and in‑house leadership experience.

  • Strong sector knowledge in insurance, healthcare and capital markets for efficient regulatory navigation.

  • Focus on minimizing legal friction so management can execute strategy with confidence.

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How we work:

We will tailor the scope and engagement model to your company’s stage, sector and objectives — provide core facts and priorities and we’ll propose a precise plan and fee estimate.

Corporate Law

Corporate Governance & Compliance

Corporate Governance & Compliance

Integrated governance and compliance solutions to strengthen board oversight, meet regulatory obligations and embed a culture of control and ethical decision‑making across the organization.

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Core services

  • Governance frameworks: board charters, committee terms of reference, director duties, conflict‑of‑interest policies and governance audits.

  • Compliance program design: policies, codes of conduct, internal controls, reporting lines and whistleblower frameworks.

  • Board & Shareholder support: meeting packs, minutes, resolutions, director onboarding and training.

  • Risk & regulatory mapping: identify applicable laws, sector rules, regulatory reporting obligations and compliance gaps.

  • Monitoring & assurance: internal audits, compliance monitoring, KPI dashboards and remediation roadmaps.

  • AML, sanctions & data protection: KYC, transaction monitoring, sanctions screening and breach response planning.

  • Regulatory engagement & investigations: manage regulator interactions, investigations, enforcement responses and settlement negotiations.

  • Shareholder & stakeholder governance: shareholder agreements, reserved matters, disclosure controls and investor reporting.

  • Ethics & culture: training programs, code implementation, conflict escalation procedures and management accountability frameworks.

  • Crisis & incident response: rapid legal support for regulatory incidents, breaches, recalls or reputational events and coordinated communications.

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How we work:

Senior‑led, pragmatic delivery: combine governance best practice with operational compliance measures, tailored to sector and size. We provide clear roadmaps, implementable controls, board training and ongoing monitoring to reduce regulatory risk and support sustainable growth.

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Healthcare Law

Specialized legal support for healthcare providers, hospitals, clinics, labs, insurers and investors — focused on regulatory compliance, transactional work and risk mitigation in a highly regulated sector.

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Core services

  • Regulatory & licensing: licensing, permits, accreditation, inspections and responses to regulator inquiries.

  • Transactions & M&A: buy‑and‑sell-side due diligence, structuring, transaction documentation and post‑closing integration for healthcare deals.

  • Contracts & commercial: drafting and negotiating provider agreements, service contracts, vendor/supply contracts, management and PPP agreements.

  • Provider & payer relations: agreements with insurers, state funded programs reimbursement arrangements, claims handling and disputes.

  • Employment & medical staff: employment contracts, doctor/provider agreements, non‑compete and retention schemes, credentialing and termination matters.

  • Patient data & privacy: Data protection compliance, data‑processing agreements, consent frameworks and breach response planning.

  • Patient safety & liability: risk management, professional liability exposure, consent issues and defense in malpractice and administrative proceedings.

  • Compliance programs: clinical governance, internal policies, incident reporting, anti‑fraud measures and staff training.

  • Regulatory transactions & public procurement: tendering, PPPs, government contracts and state healthcare engagements.

  • Dispute resolution & litigation: administrative proceedings, regulatory appeals, civil claims and ADR/arbitration.

How we work

Sector‑savvy, practical counsel combining in‑house healthcare experience and transactional expertise. We deliver clear risk assessments, workable compliance measures and focused legal solutions aligned with clinical, operational and business priorities

Healthcare Law

Insurance Law

Insurance Law

Specialized legal services for insurers, reinsurers, brokers, intermediaries and investors covering regulatory, commercial and dispute matters across the insurance lifecycle.

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Core services

  • Regulatory & licensing: licensing, capital and solvency advice, regulatory filings, compliance with insurance law and engagement with supervisory authorities.

  • Product development & approvals: drafting and reviewing policy wordings, terms & conditions, product filings and regulatory submissions.

  • Distribution & agency: bancassurance, agency and broker agreements, distribution models, commission structures and compliance with sales rules.

  • Reinsurance & risk transfer: reinsurance treaties, facultative agreements, retrocession, recoveries and inter‑insurer arrangements.

  • Claims handling & disputes: claims handling procedures, subrogation, bad‑faith exposure, dispute resolution, litigation and arbitration support.

  • Corporate & transactional: M&A, joint ventures, portfolio transfers, restructurings and purchaser/seller due diligence for insurance businesses.

  • Compliance & governance: AML/KYC, consumer protection, regulatory reporting, governance frameworks and supervisory board advisory.

  • Commercial contracts & outsourcing: IT, third‑party administrators, service level agreements and cloud/vendor contracts.

  • Recovery & insolvency matters: policyholder protection, insolvency coordination and creditor/asset recovery strategies.

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How we work

Practical, regulator‑aware advice delivered by senior counsel with in‑house insurance experience. We focus on commercially viable solutions that secure regulatory compliance, protect underwriting value and reduce operational and litigation risk.

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Labor Law

Practical employment law support for employers and boards across hiring, workforce changes, compliance and disputes. We deliver clear, business‑focused advice that minimizes disruption and legal risk.

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Core services

  • Employment contracts & policies: draft and review employment agreements, executive contracts, NDAs, non‑compete and IP clauses, and employee handbooks.

  • Hiring, onboarding & termination: lawful hiring practices, probation, disciplinary processes, lawful dismissals, severance arrangements and exit documentation.

  • Workforce restructuring & reorganizations: legally compliant redundancies, reorganizations, collective dismissals, transfer planning and negotiation support for restructurings and carve‑outs.

  • Compensation, benefits & incentives: design and document bonus schemes, equity‑based incentives, severance packages; advise on payroll and benefits compliance.

  • Employment compliance & audits: labour‑law gap analysis, compliance reviews, HR policy updates, leave/working time rules and record‑keeping practices.

  • Investigations & disciplinary procedures: conduct internal investigations, advise on evidence, suspension, disciplinary hearings and remediation.

  • Dispute resolution & litigation: defense in employment claims, mediation, arbitration and court proceedings; settlement negotiation and risk control.

  • Training & preventive advice: management training, dismissal risk mitigation, anti‑harassment and compliance workshops.

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How we work

Senior‑led, pragmatic counsel aligned with commercial goals: rapid risk assessments, clear playbooks for action, collaborative work with HR and management, and cost‑effective dispute resolution strategies.

Labor Law

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