Corporate Transactions & M&A
Acquiring or selling a stake, business, or a business unit requires considering the transaction structure, emerging risks, and financial conditions. We assist in the negotiation and legal documentation of the transaction, coordinating the work with tax, accounting, and financial advisors.
Define the transaction before committing
Buying a stake, selling a business, or bringing in an investor has different effects on assets, debts, contracts, and the organization. Before finalizing the documents, we define the purpose, objectives, parties involved, and essential conditions. The structure is coordinated with the financial, tax, and accounting aspects, entrusted to competent consultants.
Even the early stages require attention. Confidentiality agreements, letters of intent, exclusivity, and access to documents must clarify which commitments are already binding and which remain subject to subsequent reviews or agreements.
Know what you are buying or selling
Legal due diligence examines the documents relevant to the transaction: company, contracts, labor, real estate, litigation, authorizations, intellectual property, data, and guarantees. The scope of the due diligence must be proportionate to the structure and value of the deal, with requests carefully organized and issues prioritized.
Critical issues shouldn't be left on a separate list from the negotiation. We evaluate how they impact price, conditions, warranties, compensation, activities to be completed before the transfer, and subsequent obligations. When documents are missing, the uncertainty is made explicit.
Price, guarantees and conditions
The contract regulates the fee, payment methods, any adjustments or variable components, and related verifications. The data to be used, who prepares them, and how to resolve any discrepancies must be identified. Financial definitions require coordination with financial advisors.
Representations, warranties, and indemnities distribute specific risks; their limits, duration, and dispute procedures determine their concrete effectiveness. We also evaluate conditions precedent, third-party consents, release of guarantees, and instruments to enforce obligations.
From signature to actual transfer
Between signing and completion, resolutions, authorizations, consents, employee compliance, and agreements with banks or other parties may be required. We prepare a sequence of activities, including responsible parties and documents to be exchanged, coordinating the professionals involved.
Work continues, if applicable, on subsequent relationships: transitional assistance, director retention, non-competition, contractual integration, and dispute management. Business continuity must be considered before the transition, not just when problems arise.
An example: acquisition with essential contracts
The value of a company depends on a small number of customers and a license. Before making any commitments, it's important to verify the duration of the relationship, change of control or transfer clauses, and required consents. Protection may require specific conditions, preliminary activities, or a different transaction structure.
The example illustrates a criterion of analysis: not all operations require the same instruments, and no contractual guarantee eliminates all risk.
Preparing for the first discussion
A description of the transaction, the corporate structure, any offers or letters of intent, a list of available documents, and negotiation deadlines are helpful. We define the firm's role, the client, the scope of the transaction, coordination with other consultants, and the compensation phases.
Frequently asked questions
Is comprehensive due diligence always necessary?
The level of scrutiny depends on the transaction, but the limitations must be understood.
Can we assist the seller or buyer?
The assignment identifies a position compatible with conflict of interest rules.
How long does it take?
It depends on document availability, negotiation, and compliance: the sequence is tailored to the specific project.
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