Mergers & acquisitions (M&A)

Selling a business you built, or buying one to grow, is often the largest decision an owner makes, and it tends to be made under time pressure. The first conversations are informal; soon there are advisers, documents and a timetable, and each step narrows the options for the next. Points left open early, such as the structure of the deal or who bears which risk, are hard to reopen once the other side has priced them in.

A transaction draws on several fields at once — company and contract law, but also competition, employment and financing law. Alongside the negotiation of price and terms, it brings in:

• the rules on choosing between buying the shares and buying the business itself, and on what each leaves behind;
• the rules on negotiating in good faith, and on the liability of a party that breaks off talks late;
• the rules on merger control, and on what may and may not happen before clearance;
• the rules on screening foreign investment in sectors the state considers sensitive;
• the rules on informing and consulting employee representatives before the deal becomes final;
• the rules on the transfer of employees with a business, and on the terms that pass with them;
• the rules on financing an acquisition, and on whether the target’s own assets may be used to pay for it;
• the rules on cross-border deals, and on the law that governs each part of them.

Our lawyers can support you with this.