Mergers and acquisitions
Buying or selling a company commits several years. The firm acts from the letter of intent to the expiry of the warranty package.
The need
An external growth transaction or a disposal turns as much on what is written as on what was verified beforehand.
An incomplete audit, a badly calibrated warranty or an imprecise shareholders’ agreement is paid for years later, once the relationship between the parties has deteriorated.
What the firm does
- Due diligence and pre-acquisition legal audit
- Drafting and negotiation of confidentiality agreements and letters of intent
- Sale and purchase agreement
- Warranty package, calibration of caps, thresholds and durations
- Shareholders’ agreements
- Follow-up of the warranty and warranty claims
- Coordination with your financial and tax advisers
How it runs
- 01
Scoping and letter of intent
- 02
Legal audit
- 03
Negotiation and drafting
- 04
Signing and completion
- 05
Warranty follow-up
Indicative timing
Three to six months between the letter of intent and completion, depending on the size of the target and the extent of the audit.
Fee basis
Time spent, with a budget estimate per phase set in the fee agreement.
Frequent questions
From what deal size is due diligence justified?
The size of the transaction matters less than the nature of the target. A company with long customer contracts, transferring staff or environmental liabilities justifies an audit, even at a modest valuation.
What is the difference between a letter of intent and a sale agreement?
The letter of intent sets the contemplated price, the timetable and exclusivity, without committing to the sale. The sale agreement binds the parties and details the conditions to completion.
How is a warranty package calibrated?
Three parameters are negotiated together: the cap, the threshold and the duration, often longer for tax and employment matters. Calibration starts from the risks identified during the audit.
Is a shareholders’ agreement needed when you hold the majority?
Yes in most cases. It organises exits, minority liquidity and the decisions that require their consent. Its absence is paid for at resale.
Does the firm work with my accountant?
Yes. The accounting and tax audit stays with your usual adviser; the firm runs the legal side and the consistency between the two.
Set out your situation to the firm
Response within 24 working hours for enquiries within the firm’s scope.
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