Mergers and Acquisitions (M&A)

Legal due diligence, deal structuring & documentation

During an M&A process, legal advice is as important as the technical, financial and tax considerations to the success of your transaction. We work with the different experts involved in the M&A process to ensure that the right steps are taken during the process to cover all legal loopholes.

We identify and fully assess all possible legal risks, and then proffer solutions to mitigate such risks related to the corporate status, assets, contracts, securities, intellectual property and employment matters of the target company.

Joint ventures

• We carry out a thorough legal analysis and inventory of the existing employment conditions to help our clients determine the human resources legal impact on the proposed deal and anticipate possible burdens to any post-deal harmonisation of employment conditions and management structure of the joint venture company.
• We ensure that the complex corporate legal documentation is done properly during the implementation of the deal transaction structure.

Legal challenges

• Joint Ventures, acquiring a minority/majority interest or forming a strategic alliance.
• Re-organising internal group structure or business model, streamlining from a legal viewpoint.
• Assessing the material legal risk of an M&A or joint venture transaction.
• Legal expertise at the negotiation table and drafting transaction documentation.

Legal advice

• We support our clients by providing sound legal advice throughout the transaction.
• We advise on the contractual domain for the full transaction cycle, from negotiations to drafting the letter of intent/confidentiality and exclusivity agreements / the share purchase agreement (SPA), joint venture agreements, the representations and warranties and so on.
• We conduct a full legal due diligence assessing the main risks and providing solutions to mitigate them.
• We examine the legal aspects of the deal structuring and handle its legal implementation, including cast extraction mechanisms (e.g. equity strip and exit strategy).
• Organising the closing of the deal and giving advice during the post-deal phase (e.g. on enforcement of indemnities for breach of representations and warranties)