Our Merger and acquisition (M&A) legal practices include providing legal services for the consolidation of businesses or assets. The following are the major components of M&A legal practices:
- Initial Planning and Strategy: Evaluate the merger or acquisition’s strategic justification.
Due diligence: Conducting complete due diligence on the target company’s constitution, permits, assets, obligations, contracts, intellectual property, legal compliance, insurances, disputes, and general financial health.
- Deal Structure
Transaction Structure: Choosing the structure of the transaction, such as asset purchase, equity purchase, merger, spin off or split off.
- Negotiation of Terms Letter of Intent (LOI): Creating and negotiating a preliminary agreement outlining the essential terms and conditions of the transaction.
Confidentiality Agreements: Ensure that confidentiality agreements are in place to protect sensitive information during negotiations.
- Definitive Agreements Purchase Agreement: Creating and negotiating the formal purchase agreement, merger deed, spin off or split off deed, which includes the transaction’s specific terms and circumstances.
Ancillary Agreements: Drafting associated agreements such as non-compete agreements, employment contracts for important staff, and escrow agreements.
- Regulatory Approvals.
Antitrust and Competition Law: Ensuring compliance with antitrust rules and securing appropriate permits from competition agencies. Industry-specific regulations: Navigating industry-specific regulations.
- Financial Arrangements Debt and Equity finance: Advising and arranging finance for the transaction, which may include loans, bonds, and equity investments.
Financial Covenants: Discussing financial covenants and agreements with lenders and investors.
Closing the Transaction.
- Pre-closing steps.
Closing Conditions: Ensuring that all closing conditions outlined in the acquisition agreement are satisfied, including regulatory approvals and third-party permission.
Closure Documentation: Create and evaluate all relevant closure paperwork, such as approvals, resolutions, certificates, and transfer documents.
- Post-closing Integration Planning: Assisting with the acquisition’s cultural, operational, and system integrations and modification needed post transaction.
- Cross-border transactions International Considerations: Addressing legal, regulatory, and cultural variations in cross-border mergers and acquisitions, including compliance with foreign investment legislation.