Merger and acquisition corporate transactions are commonly also referred to as M & A. There can be a tendency to think of a merger or acquisition as somehow terms that only apply to listed companies or involve high value deals. In reality, the legal issues are largely similar with small company or business sales or purchases.

If you need lawyers for a merger or acquisition and are looking for a firm which has deep experience and knowledge of the issues and pitfalls, more affordable than the large corporate only law firms, we are an ideal choice.

Lawyers for mergers and acquisitions

Our corporate lawyers deal with the full range of share and asset sale transactions. Clients are varied, coming from a wide range of industries and sectors. We are equipped and experienced to deal with significant value transactions but most of our work tends to be for transaction values of several hundred thousand up to £30 million. Our experience includes :

• Share sales and purchases
• Asset based transactions
• Partnership mergers and acquisitions
• Management buy-outs and buy-ins

Issues with business mergers

With a merger, the intention is to largely integrate the 2 businesses. Mergers can be based on 2 complimentary businesses which do different things in the same industry or 2 businesses in effectively the same business space where a merger can create a bigger brand with more resources and economies of scale and/or cost savings.

One of the immediate challenges in merger negotiations is where the 2 businesses are on the face of it of similar size. In reality, 1 of the businesses will usually be stronger. This will likely impact the negotiations between the owners of the 2 businesses.

With merging businesses can often be a very difficult balance between appreciating that there will be potentially many staff who have been essential to each business and that, in the short to medium term, these staff will be vital against the fact there will be similar job positions or roles where there will only be a single role post merger.

Corporate Acquisitions – strategic and legal issues

Where a business is targeted for purchase it can be key to get the approach right and to ascertain the position with shareholders and for example, whether there are drag along provisions whereby the majority shareholders can force all other shareholders to go along with the sale.

With an acquisition, it can be even more important to have detailed legal and financial due diligence before an acquisition approach. This will include, as an example, looking at IP owned by the target business, public filings and very discreet market enquiries.

Key issues in M & A transactions

• Considering the structure of the deal
• Cash or equity?
• Escrow and/or earn out for the purchase price.
• Timing issues
• Employment law issues including TUPE