„CLINICAL MANIFESTATIONS“ AND „TREATMENT“ OF CORONAVIRUS WHEN ACQUIRING A SHARE

The author analyses key changes to the process of the share acquisitions and to the most important clauses of the share purchase agreement, caused by the COVID-19 crisis and state of emergency that was declared in Serbia on 15 March 2020. In the first part of this article, the author gives a general overview of the changes that could be expected when negotiating a M&A transaction in the future and brings attention to the impact of the current circumstances on the transactions that have been already initiated. Also, the author gives an overview of the business environment in the Republic of Serbia that significantly changed due to the Government measures that have been introduced in order to prevent the spreading of the disease and protect financial stability and economy of the state. The author has not analyzed lawfulness or feasibility of these measures, but only described them in order to scrutinize their potential impact on the process of the M&A transactions and provisions of the share purchase agreements. In particular, the author examined the impact of COVID-19 pandemic on the future due diligence processes of the target companies, as well as on the most important provisions of the share purchase agreements, such as consideration, termination due to the occurrence of the material adverse change, representations and warranties and covenant related to the ordinary course of business in light of the pressure caused by the current crisis.