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M&A (Mergers and acquisitions)
M&A means buying or selling a company, a shareholding or part of a business. It decides the price, who bears responsibility for the company's past, and what happens if a problem emerges after signing. We guide clients through the entire process — from due diligence to settlement of the purchase price.
Who it is for
- You are buying a company or a shareholding
- You are selling a business or part of it
- You are entering a joint venture with a partner
- You need a due diligence review of a target before buying
Key areas of work
- Acting for the buyer (buy-side) and for the seller (sell-side)
- Preparing and running due diligence
- Transaction structuring
- Negotiating and drafting the transaction documents
- Representations and warranties, holdbacks and protection mechanics for both sides
- Closing and satisfaction of conditions precedent
- Post-acquisition integration
How we handle it
When buying, the priority is to find out what you are actually acquiring and to translate the due diligence findings into the contract — into the price, the warranties or a holdback. A list of findings that never reaches the documentation does not help the client.
When selling, the opposite applies: limit liability for the past, define clearly what is being sold, and make sure the purchase price actually reaches you. In larger deals we tie the payout to an attorney escrow released against agreed conditions.
Frequently asked questions
What is due diligence and do I really need it?
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Due diligence is a legal review of the target — contracts, assets, disputes, employees, permits. Without it you also buy liabilities and risks you do not know about. We scale the review to the size of the deal so the cost makes sense.
How am I protected if a problem appears only after the purchase?
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That is what the seller's representations and warranties, a holdback from the purchase price and claim periods are for. These provisions decide whether you can actually recover later — which is why they get the most attention in the contract.
When is the purchase price paid?
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Typically only after the conditions precedent are satisfied and the transaction is completed (closing). Until then the funds can be held in an attorney escrow so that neither side performs ahead of the other.
Contact
Let's start with a short brief.
Describe your situation in a few lines — we will come back with a proposed solution and a fee quote. The entire process can be handled online.
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Related areas
Corporate law
Company formation, commercial register filings, contracts, corporate governance and compliance.
Service detailCorporate and business structuring
Holdings, reorganisations, ownership structures and international group setups.
Service detailAcquisition finance
Planning and structuring acquisition funding, negotiating loan terms and security.
Service detail