THINK LEGAL

Acquisitions, divestitures and joint ventures have always been an important strategic option for corporations and private equity investors. Our global network and in-depth knowledge combined with our extensive experience in advising clients on most complex domestic and multijurisdictional transactions helps our clients to better understand and assess these options and execute their most complex transactions.  Since cross-border M&A activities have become an increasingly integral part in the transaction landscape, appropriate legal structuring has become equally significant. The challenge of M&A transactions is to ensure that the projected value of the deal is realized. An appropriate structure and a careful risk analysis therefore need to be individually assessed to take into consideration the specific circumstances of the relevant M&A transaction as well as to assess the feasibility of a transaction.

Any M&A transaction, regardless of its deal volume and structure, requires the legal advice and assistance of specialized business lawyers to identify and assess potential risks and liabilities before finalizing the terms of a transaction. This is necessary not only to increase leverage during purchase price negotiations but also to minimize the potential risks and liabilities which may have an impact on the successful outcome of a transaction.

We can support you in:

• The contractual domain for the entire transaction process, from negotiating to drafting the letter of intent/confidentiality and exclusivity agreements/the share purchase agreement (SPA)/the representations and warranties, etc.
• Performing a full legal due diligence assessing the main risks and providing recommendations/solutions to reduce them
• The legal aspects of the deal structuring and its legal implementation, including carve-outs, (de)mergers, cash extraction mechanisms
• Assessing the impact of existing employment conditions on the potential transaction, and advising you on any information or consultation obligations towards the employees and/or their representatives
• Organizing the closing of the deal and giving advice during the post-deal phase (e.g. on enforcement of indemnities for breach of representations and warranties or price adjustment mechanisms)