When it comes to mergers, acquisitions and disposals of companies or businesses (M&A), it is vital to have a thorough understanding of the transaction process in order to protect your interests and ensure that your transaction runs smoothly and results in a successful outcome.
This comprehensive guide offers an outline of the various legal and financial considerations that ordinarily arise during the M&A process.
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The guide covers the following topics:
Overview
What are the main areas of concern in an acquisition?
What are the main challenges in a business disposal?
Financial Considerations
Pricing Structure
Purchase Structure
Financing
Aspects to Consider Before Performing Due Diligence
Non-Disclosure Agreements (NDAs)
Exclusivity Agreements
Performing Due Diligence
Legal Due Diligence
Financial, Tax and Other Due Diligence
Negotiating and Drafting Transaction Documents
Key Agreements
Letter of Intent/Heads of Terms
Sale and Purchase Agreement (SPA)
Warranties
Disclosure
Indemnities
Other considerations
Employee Matters
Regulatory Compliance
Post-Closing Integration
Key Contacts
Whilst this guide serves as a suitable starting point, it does not constitute legal or any other form of advice and must not be relied on as such. It is always highly advisable to recruit an advisor who has the skills and know-how to assist you with the documentation and negotiations involved in the process of buying, selling or merging a business or company.
