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Mergers & Acquisitions
Mergers and Acquisitions (commonly referred to as “M&A”) can take a very wide variety of forms and a therefore a crucial element in structuring any such transaction is identifying the optimal configuration. The technical aspects of how mergers occur – in other words when two or more companies become one – falls within the purview of applicable legislation, as do the resulting tax ramifications. Acquisitions in the broadest sense fall into two groups: stock sales and asset sales. In a typical stock sale, some or all of the owners of a company sell some or all of their equity in the company to a purchaser for cash compensation. In an asset sale, most commonly the purchaser acquires certain assets from a selling company. And there are hybrid structures, such as for example the sale of part of an enterprise.
V&Co can advise its M&A clients on either the sell side or the buy side, from start to finish, including with the following:
- Initial feasibility study
- Investigation into possible investment incentives
- Identification and analysis of potential counterparties
- Confidentiality agreements with potential counterparties
- Consortium agreement
- Letter of Intent
- Preparation for due diligence (for seller) or due diligence on target (for buyer)
- Addressing due diligence questions (seller) or preparation of due diligence report (buyer)
- Ascertainment of optimal transaction structure
- Negotiation of Term Sheet
- Preparation and negotiation of deal documentation (e.g., purchase agreement, disclosure letter, shareholder agreement, management agreements)
- Signing and related formalities
- Competition office and other approvals
- Escrow
- Closing
- Post-closing restructuring
- On-going corporate counsel [Corporate Counsel]
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