Transaction structure should serve the business objective
M&A and investment are not simply stacks of documents. Structure changes control, tax coordination, historical liabilities, financing conditions and post-closing operations. We first identify what the client intends to acquire and which risks it is prepared to assume before selecting an equity purchase, asset purchase, joint venture or other structure.
Common matters
- Corporate governance, board and shareholder authorization
- Equity investment, stock purchases and asset acquisitions
- Combinations, restructurings, joint ventures and strategic cooperation
- Cross-border investment and international commercial transactions
- Letters of intent, term sheets, purchase agreements and closing documents
- Shareholder agreements, disclosure schedules, escrow and indemnity arrangements
Diligence is not a box-checking exercise
We organize review around four questions: who can authorize the transaction, what the client will actually acquire, which historical obligations move with the deal, and which conditions affect closing or post-closing operations. Corporate, contract, litigation, IP, employment and regulatory records must corroborate one another.
From negotiation to closing
Key commercial terms belong in the term sheet early. Definitive documents then address representations, conditions, adjustments, indemnity, termination and dispute resolution. Approvals, funding, transfers and continuing obligations are confirmed before closing.
When the deal becomes a dispute
Acquisition default, adjustment, indemnity, fraud and control disputes should be evaluated with commercial-litigation strategy so that legal action does not unnecessarily damage valuable assets or relationships.