Mergers and acquisitions: what to review, and in what order.
A transaction runs more smoothly when the risks are known before negotiations begin. Here I explain how I approach legal due diligence and what you can prepare in advance, whether you are buying or selling.
I do not publish client names or transaction details.
For those buying, selling or investing. I review the target company or prepare a company for sale.
How I work, in five steps
Objective and structure
What you are seeking (control, market access, a technology, an exit) and how the transaction is structured. This determines the scope of the review.
Legal due diligence
The company and its corporate documents, material contracts, litigation, intellectual property, employment relations and permits. The result is a list of risks, not a “go / no-go” verdict.
Risk allocation in the contract
What is addressed through the price, through representations and warranties, and through conditions to closing.
Negotiation and documentation
The letter of intent, the sale and purchase agreement, the schedules and the timetable.
Signing, closing and beyond
Satisfaction of conditions, registrations and notifications, handover of the business, post-closing deadlines.
What you can prepare in advance
The company’s corporate documents, contracts with key customers, a list of litigation and permits, trademark and domain registrations. The better organised they are, the faster the review.
Related articles
What is due diligence and when is it worth doing?
Due diligence is the legal review of a company before you acquire it or invest in it. What is reviewed and what comes out of it.
Read the articleFive groups of documents a buyer should request
Corporate documents, material contracts, litigation, intellectual property, permits and employees: what a buyer requests in an acquisition.
Read the articleHow to read a share purchase agreement
Parties and subject matter, price, representations and warranties, conditions to closing, liability: the order in which to read the agreement.
Read the articleWhat a seller can prepare before discussions begin
Five practical steps for the seller of a company: corporate documents, contracts, litigation, intellectual property and access to information.
Read the articleLet’s discuss your situation.
Tell me briefly what you need to do and by when. I will reply with the next steps and the information I need.
Discuss a transaction