The Legal Difference Between a Merger and an Acquisition
A merger means two companies uniting into a new legal entity, while an acquisition means the acquiring company remains an independent entity wholly or partly owning the target company. This difference affects the deal's legal structure and resulting tax obligations.
Legal Due Diligence Before Completing the Deal
We conduct comprehensive due diligence examining existing contracts, pending litigation, licensing status, and the target company's hidden financial obligations, since this prior review uncovers risks that could reduce the deal's value or cancel it entirely.
Structuring the Deal: Assets Versus Shares
We help you choose the most suitable deal structure, whether purchasing specific assets from the target company or purchasing its shares entirely, since each option has different tax and legal implications, and we help you make the most suitable decision for your deal's circumstances.
Drafting the Purchase Agreement and Its Core Clauses
We draft the purchase agreement including precise representations and warranties from the seller, a price adjustment mechanism when a later problem is discovered, and compensation clauses for any breach of these representations after the deal completes.
Regulatory Approvals Required Before Completing the Deal
Some merger and acquisition deals need prior approval from regulatory bodies, such as the competition authority if the deal affects market share, and we help you determine these requirements and prepare necessary files to ensure quick approval.
Handling Key Employees After the Deal
We help you assess the risk of the target company's key employees departing after the deal, and draft retention or incentive clauses ensuring this talent's continuity during the critical transition period.
Integrating Systems and Operations After the Deal Completes
We help you legally plan for the post-deal stage, including integrating existing contracts and unifying internal policies, a stage often overlooked despite its importance in achieving the deal's actual intended value.
Resolving Disputes Arising After the Deal Completes
When disagreements arise after the deal completes over interpreting representations or discovering undisclosed information, we represent you in claiming due compensation based on the warranty clauses stipulated in the purchase agreement.
Structuring Payments Tied to Future Performance
In some deals, part of the price is agreed to be paid later based on achieving specific performance targets post-deal; we help you draft these clauses clearly to avoid future disputes over interpreting whether required performance criteria were met.
How We Start With You
Send us the details of the deal you're planning, whether you're a buyer or seller, on WhatsApp. We help you conduct necessary due diligence and draft an agreement fully protecting your interest.
Frequently Asked Questions
What's the practical difference between purchasing the target company's assets and purchasing its shares entirely?
Asset purchase allows choosing exactly what you want to buy and avoiding unwanted obligations, while share purchase is procedurally simpler but transfers all the company's obligations, and we help you choose the most suitable for your deal.
We discovered during due diligence a pending lawsuit the seller didn't disclose. What are our options?
We help you negotiate a price adjustment or add a compensation clause protecting you from this dispute's outcome after the deal completes.
Does our deal need prior approval from the competition authority?
It depends on the combined market share after the deal, and we help you assess this requirement and prepare the necessary file if required.
We fear the target company's key employees departing immediately after the deal completes. How do we protect ourselves?
We help you draft retention clauses or financial incentives ensuring this talent's continuity during the critical post-deal transition period.
We discovered after completing the deal a financial fact the seller didn't honestly disclose. What are our options?
We review the representations and warranties clauses in the purchase agreement, and help you claim due compensation based on these clauses.
How long does due diligence for a mid-size acquisition deal take?
It varies with the deal's complexity, but usually takes two to four weeks, and we set a precise timeline after an initial review of the deal.
We want to tie part of the deal price to achieving performance targets post-completion. How do we safely draft this clause?
We help you draft clear, measurable performance criteria, avoiding any subsequent dispute over interpreting whether they were achieved.