In today’s global business environment, expansion strategies, partnerships and divisions within companies or firms often generate legal, tax and regulatory issues that can impact the success or failure of a transaction.
What is Mergers and Acquisitions (M&A)?
Mergers and acquisitions (or M&A) are transactions of changing ownership between two companies, wherein a merger is a combining of two companies and an acquisition is one company buying another. Basically, M&A involves the process of combining two companies into one. The purpose of combining two or more businesses is to try and achieve synergy – where the whole (new company) is greater than the sum of its parts (the former two separate entities).
Usually, Mergers and Acquisitions (known in international terminology under the acronym M&A, which comes from Mergers and Acquisitions) are generally considered growth modes reserved for large, well-capitalized, investor-owned companies. Also, a merger can also be carried out between companies registered in different Member States of the European Union (cross-border merger), the procedure being somewhat similar to the local one.
The reorganization of the company in the context of a purchase
There are situations when a company acquires the shares of another company and, after the acquisition, the buying company merges with the acquired company.
A common example is one in which the acquisition is structured as a leveraged buyout (an acquisition with a complex financing and guarantee structure) when the two companies merge (post-acquisition) in order to satisfy the financing and guarantee conditions, imposed by the lender.
The experience of lawyers specialized in mergers and acquisitions
M&A lawyers assist their clients with the appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of contracts for the sale of portions of the business. At the same time, the experience of the M&A lawyers must include a wide range of corporate transactions for a large portfolio of clients, international companies or local companies, in complex projects of mergers and acquisitions. Both commercial law and business law represent a key indicator for the current economy. Precisely for this reason, a good knowledge of all the provisions by a lawyer in mergers and acquisitions ensures the success of a company.
The main areas of consulting services of M&A lawyers are:
– Preparation and negotiation of pre-contracts (eg letters of intent, confidentiality and exclusivity contracts);
– Structuring and conducting transactions;
– Drawing up and negotiating the necessary contracts for transactions and accompanying documents;
– Services subsequent to the conclusion of contracts, including restructuring after purchase / sale;
– Review of contracts that could be affected by the merger;
– Consultancy regarding financing of acquisitions;
– Merger transactions and acquisitions in crisis and insolvency situations;
– Implementation of guarantee claims and damages from the acquisitions of companies;
Over the past few years, our company, Hammond – Partnership, has provided legal assistance and consultancy on various national and cross-border transactions, including mergers and acquisitions, partnerships and operations for the purchase or sale of participants in the corporate capital of companies.
Our lawyers have acquired specific knowledge in business law. Therefore, lawyers from Hammond and Partners successfully combine legal skills with a unique understanding of the applicable legal framework.