Mergers, Acquisitions & Investments

A merger involves two companies combining to form a new entity, while an acquisition occurs when one business purchases and takes control of another. Legally, the processes differ in terms of structure, tax implications and regulatory requirements. Our solicitors can advise on the best structure for your specific objectives.

The exact documents required depend on the nature of the transaction and the parties involved, but might typically include:

• Heads of Terms (or Letter of Intent)
• Confidentiality Agreements
• Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)
• Due Diligence Reports
• Disclosure Letters
• Board and Shareholder Resolutions

Legal due diligence involves a thorough review of the target business’ contracts, liabilities, compliance, intellectual property, employment matters, and more. It helps buyers identify risks, negotiate better terms and avoid costly surprises after completion.

Timeframes vary depending on the complexity of the deal, but a straightforward transaction may take two to four months whilst larger or cross-border deals can take longer due to regulatory approvals, due diligence, and negotiation stages.

Warranties are contractual assurances about the condition of the business being sold, while indemnities provide specific remedies for particular risks or liabilities. Our solicitors help ensure these clauses are fair, clear, and tailored to your deal.

The best option will depend on your growth plans, risk appetite and control preferences, but investments may be structured through:

• Equity share issues
• Convertible loan notes
• Preference shares
• Joint venture agreements

You should assess:

• The investor’s objectives and track record
• The level of control or influence they’ll have
• Dilution of your ownership
• Exit expectations

We can help review heads of terms, negotiate on your behalf and protect your long-term interests.

In most cases, we act for one party to avoid conflicts of interest. However, in some smaller, non-contentious transactions, it may be possible to act in a neutral, facilitative role. We’ll always be transparent about our duties and limitations.