ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Tachat Voskanyan, HAP
on their Internet sites and in a daily newspaper with a print run of at least 3,000 copies in the territory of the RA as prescribed by the CB. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal The public offering of securities for trading in a regulated market relies on a prospectus. This prospectus must contain detailed information about the issuer, the securities being offered, and any guarantor of the obligations related to those securities. It should provide investors with sufficient information to evaluate the issuer’s financial status, income, expenses, business prospects, risks, and rights associated with the securities. In the case of investment companies, to obtain approval for signing a merger agreement, the investment company (or companies), in accord - ance with the procedure, form, and deadlines set by the CB, must submit to the CB, among other things, information about the individuals who will acquire significant participation in the surviving company. Along with the merger application, the surviving company must apply for prior approval of significant participation. This includes infor - mation about the person acquiring significant participation, their affiliated persons, and any other required documents, as outlined by the law and CB regulations. 5.2 Market Practice on Timing Unions of persons providing investment ser - vices within ten days from the moment of their state registration shall notify the CB about that, providing information on their location, manage - ment bodies, and executive officers, as well as about changes thereof in the future, within ten days following those changes.
Within three days of obtaining the CB’s prior con - sent for a merger, the merging investment com - panies shall publish an announcement about it on their Internet sites and in a daily newspaper with a print run of at least 3,000 copies in the territory of the RA as prescribed by the CB. Investment companies operating in the territory of the RA, including branches and representa - tive offices of foreign investment companies, the operator of the regulated market and central depositary shall be obliged to submit the follow - ing changes to the CB for registration within a period of ten days after the occurrence thereof: • amendments and/or supplements to the charter; • changes in the composition of executive officers (except for heads of structural subdi - visions); and • other changes prescribed by the law or regu - latory legal acts of the CB. From a competition perspective, if the concen - tration requires notification, the information must be submitted to the Competition Protection Commission prior to its implementation. In practice, these timeframes are typically adhered to. 5.3 Scope of Due Diligence In the Armenian market, due diligence is usu - ally conducted before cooperation begins and the contract is signed — before making the final purchase decision. This process is critical in M&A deals, as it involves a detailed review of the company’s corporate status, assets, contracts, securities, intellectual property, and legal risks before the transaction.
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