Transactional: Asset Deals and M&A. Investment Contracts
Whether to buy shares or selected assets - this question is the alfa and omega of one's acquisition strategy. Transactional lawyers know only too well how important it is to take an informed decision which approach to choose even before the negotiations begin. This - and the locked box vs completion accounts model decisions - are most instrumental to the shaping of a deal. Experienced transactional lawyers must prepared to implement either of them in a consistent manner based on a sound and comprehensive due diligence of the target.
We are frequently engaged in the transfer of going concern, large commercial buildings, logistics parks, and loan/lease portfolio transactions with or without securitisation. We represent both strategic and financial investors along the way. We often work with M&A, tax consultants, and fund managers to structure the asset deals to best meet client's ownership structure specifics and tax considerations. In heavily regulated industries like e.g. the financial services and energy sector we work together with our licensing experts to predict, avoid and remove and potential obstacles on the path to success.
We assist our clients in choosing their best-match of a deal mechanism from locked-box, price adjustment or completion accounts, negotiate and implement it. We advise on the local validity and enforcement aspects of waterfall financing in cross-border transactions and take care of robust and timely collateralisation to meet Effective Date plans of the parties.
We tap into our international deals experience to provide comprehensive or red flag due diligence checklists depending on the level of trust and the buyer's prior knowledge of the target company's operations. Our DD reports offer visual representation of main risks and mitigation measures for C-level decision makers and contain sufficient detail for in-house lawyers' review and preparation activities.
Business relationships, like the law, are a living thing. This diversity must be met with sufficient drafting flexibility: we write silent partnership and profit-sharing agreements of all kinds but are also experienced in structured/regulated forms like e.g. portfolio management or shareholders agreement.