The firm represents buyers, sellers, owners, and companies in acquisitions, sales, and mergers - combining legal analysis, financial assessment of the target, and commercial risk management. The deal is examined as a business decision, not only a document: structure, consideration mechanics, historical exposure, undisclosed liabilities, tax, representations, indemnities, conditions precedent, and whether the transaction can realistically close.
01Due Diligence: The firm conducts legal, commercial and corporate due diligence to identify material risks in advance of a business acquisition, share purchase, asset purchase or entry into a strategic transaction. The review focuses on rights, obligations, material contracts, corporate structure, employees, intellectual property, regulation, debts, claims and risks that may affect the deal value or its very viability.
02Strategy & Deal Structure: Choosing the deal structure is a substantive business and legal decision. The firm advises on the appropriate framework - share sale, asset purchase, merger, investment or a hybrid structure - while examining the legal, commercial and financial implications of each alternative.
03Pre-Deal Stages: The firm handles the early negotiation phases, including drafting and reviewing the memorandum of understanding, Term Sheet, NDAs, exclusivity and conditions precedent. The emphasis here is on anchoring the deal principles correctly from the outset, to prevent material gaps at the binding-agreement stage.
04Financial Protection Mechanisms: M&A deals require precise safeguards. The firm designs and drafts price-adjustment mechanisms, Earn-Outs, escrow accounts, milestones, indemnities, representations, warranties, liability caps and provisions meant to reduce post-closing economic exposure.
05Closing & Transfer of Ownership: The firm runs the transaction through to completion - share or business transfer, obtaining required approvals, closing documents, updating registries, satisfying conditions precedent, and managing the Closing itself.
