Our advice
At the outset, we work with the parties to identify an acquisition or investment structure that is legally and commercially appropriate. We assist with confidentiality agreements, letters of intent and process documents and conduct or coordinate the legal due diligence. Findings are assessed by reference to their practical significance and translated into the transaction documents and negotiation strategy.
We draft and negotiate share purchase, asset purchase and investment agreements, including purchase-price mechanisms, warranties, indemnities, conditions precedent and security arrangements. Signing, closing and the required corporate approvals are coordinated, and transitional and integration matters are considered from a legal perspective. Required regulatory approvals, particularly merger-control clearance, are identified at an early stage and integrated into the transaction documents, conditions precedent and timetable.
In mergers, conversions, demergers, contributions, combinations and other corporate reorganisations, we coordinate the corporate steps, deadlines and documentation. Tax, financial and commercial aspects are integrated into the overall process in cooperation with the relevant advisers.
Our approach
Transaction advice should enable informed decisions and keep the process manageable. We distinguish material risks from secondary issues, maintain transparent responsibilities and timelines, and draft documents that remain workable after closing.
