Mergers & Acquisitions

For buyers of a business and mergers, this would involve us carefully going through a legal due diligence procedure involving obtaining answers to a legal due diligence questionnaire that we would prepare on your behalf and send to the sellers or the sellers’ solicitors. Once we get the answers required from the sellers and the legal documents, we will advise you on the risks and liabilities of the business you are about to purchase. The legal documents we would analyse on your behalf would include but not be limited to employment contracts, staff handbook/procedures, terms and conditions, SLA’s (Service Level Agreements), contracts with third-party suppliers and any credit or loan agreements. We would also analyse whether or not the business has any litigation or pending litigation claims against it or whether or not the business has any litigation or claims it is looking to bring or has brought. If you are buying a business or merging with another business then it is vital to understand what you are getting yourself into – you will need to know what contracts you are tied into and the debts the company may have.

For sellers of a business and mergers, we would provide the buyer with answers to their legal due diligence questionnaire or any questions the buyer may have about your business. We would work with you on ensuring that you give the best possible answers.

Once the due diligence process is complete, you will then need to enter into a Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) to contractually agree terms for the purchase and the sale of the business in question. We will either draft the Share Purchase Agreement for you or advise you on any Share Purchase Agreement that you may receive. We will consider all the relevant factors during the due diligence process or if any due diligence process is not complete, we will advise you as to the terms of any warranties or indemnities along with any of the other clauses within the agreement.