An acquisition can provide access to an existing business, but it also requires careful assessment of that business's legal position. A share purchase, subscription and company merger allocate risks differently.
Investigate the target before agreeing terms
Review ownership, corporate authority, licences, land or premises, material contracts, employment, tax and disputes. Identify missing records and contingent obligations. The structure and price should be considered alongside legal findings rather than before the scope of due diligence is agreed.
Turn findings into transaction protections
Approvals, completion conditions, warranties, indemnities and payment mechanics should address the identified risks. Foreign-investment and competition procedures may require separate review. After completion, align governance, records, licences and operational responsibilities with the agreed structure.
Documents and questions to prepare
For an assessment of M&A investment and legal due diligence, organize the following records where relevant. Identify anything that is missing and explain whether an original, copy or translation is available.
- Target corporate records.
- Material contracts and licences.
- Financial and liability information.
- Proposed deal terms.
- Ownership and funding structure.
Planning legal support for M&A investment and legal due diligence
An investment plan should connect the legal structure with the way the business will operate. Prepare a responsibility list for approvals, contribution evidence, corporate decisions and continuing requirements. A procedure applying to one project or sector should not be assumed to apply unchanged to another. Advice should explain which conditions are confirmed, which documents remain outstanding and which decisions require further technical, financial or legal input before the investor commits funds.
Jurion & Partners can review the information you provide, identify the questions requiring further analysis and discuss an appropriate scope of legal assistance. Before work begins, agree the documents to be reviewed, the immediate priorities and the steps included in the engagement.
Need advice on M&A investment and legal due diligence? Discuss your matter with Jurion & Partners and prepare the documents for a focused review of your options and next steps.
