Mergers and acquisitions (M&A) are transactions where one company takes over another, or else two or more companies become one. These deals can involve an endless variety of questions:
- Who is the acquiring company, and who is the target?
- What warranties will be provided?
- How will the transaction be structured: as a share-for-share exchange (by acquiring and issuing shares), a business combination (by taking over assets and liabilities) or a statutory merger (by formally combining two legal entities)?
- What other parties are involved, and who needs to be informed?
Given the values at stake, it is vital to make careful arrangements and record them properly. Ultimately, the wording of the contract determines the reality.
From start to finish
Mergers and acquisitions are complicated processes. We assign you a single point of contact at THNa. A legal expert who understands your line of business and who can deal with your company’s management and owner.
Your contact at our law firm is available whenever you need assistance, and has an entire team of legal experts to draw on. We will guide you through the transaction, from start to finish and even beyond: from the letter of intent to the share transfer and the post-contractual obligations.
We will also coordinate with your own advisers, for example your external auditor or a civil-law notary of your choosing. If you want, we will give you access to our network of experienced accountants and auditors, civil-law notaries, tax experts and finance experts.
Cross-border transactions
As the economy becomes more and more global, transactions are no longer confined to Dutch national borders. To help you with your international business and cross-border transactions, THNa is associated with three international networks extending across 220 countries. These give us immediate access to all these M&A experts and all their local expertise.
Broad legal expertise
M&A transactions potentially involve every single area of the law. Financial laws and regulations are the most obvious example, but company law as well, for instance when the works council has a legal right to give its opinion. In some situations, the plans might need to be reported to the competition or social and economic authorities.
If your contact at our law firm THNa cannot answer your question immediately, they will forward it to a colleague with the appropriate expertise.
Negotiations
Negotiating M&A transactions is a skill all of its own. It begins when the parties sign a letter of intent and declare their plans. The next step is a due diligence investigation. Based on the findings, the buyer might disagree with the target company’s valuation. Whether or not these doubts are justified, it is important to stay focused and continue the negotiations. Personal feelings should be allowed to stand in the way of reaching a deal.
M&A transactions involve numerous steps and considerations. We can handle every part of the process for you, including:
- Drafting the letter of intent
- Performing the due diligence
- Negotiating the acquisition contract
- Providing advice about legislative requirements
- Drafting the sale and purchase agreement and other contracts
- Handling the share transfer
- Settling warranties, representations and indemnifications
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