## [M&A](/en/expertises/ma)

For most entrepreneurs, an acquisition or sale is not an everyday transaction. It is an intensive process, carried out alongside the day-to-day management of the business, requiring many decisions to be made in a short period of time. The success of a transaction depends not only on the price, but equally on the transaction structure, the quality of the preparation and the agreements governing what may still happen after signing.

## Our services

We assist buyers, sellers, management teams and investors with acquisitions and disposals of shares and businesses, management buy-outs and buy-ins, buy-and-build transactions and the acquisition or disposal of minority interests. We are involved from the first exploratory discussions and remain by your side after closing.

We ensure that the process runs smoothly and stays on schedule, identify risks and make sure your contracts remain clear and readable. Where the matter requires it, we work with accountants, tax advisers and corporate finance specialists to provide coherent and integrated advice.

 

## More specifically

### **Preparation and structuring**

Before negotiations begin, we determine the process and structure of the transaction with you: a share or asset deal, a bilateral negotiation or a structured sale process involving several bidders, an acquisition in a single step or in stages, with or without a holding structure, and the precise identity of the buyer or seller. These choices determine the tax treatment, the allocation of risks and the financing options for the transaction. We address them early enough to prevent them from becoming a source of discussion later on.

### **Due diligence**

Knowing exactly what you are buying or selling is the basis for any discussion about price and warranties. We conduct legal due diligence and present our findings in clear, actionable language: which findings have a genuine impact and require a price adjustment, a specific indemnity or a condition precedent. We assist sellers with vendor due diligence and the preparation of the data room, so that the process runs efficiently and without unwelcome surprises.

### **From letter of intent to signing**

We draft the confidentiality agreement and letter of intent and negotiate the acquisition or sale agreement. Pricing mechanisms (such as locked box or closing accounts and earn-outs), representations and warranties, indemnities, non-compete and non-solicitation clauses: each of these elements helps determine your position if events later unfold differently from what was expected.

### **Signing, closing and the post-closing period**

Between signing and closing, a number of steps often still need to be completed: obtaining financing, securing the consent of banks or contracting parties, or obtaining approval from a supervisory authority. We manage the checklist, prepare the closing documents and complete the required company law formalities (e.g. shareholder and governing body resolutions and changes to the composition of the company’s corporate bodies). We also remain available for questions that arise after closing, whether they concern a price adjustment or cooperation with the team of the acquired company.

### **Management buy-out, reinvestment and partnerships**

We assist sellers, buyers and management teams combining an acquisition with a buy-out or a substantial (re)investment, whether or not within private equity structures, and support parties joining forces in a joint venture. In these transactions, a good working relationship between the parties is as important as the wording itself. We therefore pay particular attention to the agreements governing cooperation after the transaction, including governance, exit scenarios and the protection of minority interests.

### **Share deals vs. asset deals**

Not every transaction takes the form of a share sale. The transfer of a business, a business unit or specific assets raises other points for consideration, including the transfer of contracts and permits, the position of employees and liability for the past. This choice is also decisive in a real estate transaction: are you buying or selling the property itself, or the shares in the company that owns it? We analyse the consequences and reflect them in a legally coherent agreement.

 

## What can you expect from us?

### **Advice**

Prevention is better than cure. We give you a candid assessment of your position and prospects of success. No complex legal treatises, but clear advice you can put into practice immediately.

We also like to act as a sounding board. With a network of national and international experts and relevant experience across a range of sectors, we provide multidisciplinary legal support tailored to your needs.

### **Drafting contracts**

A well-drafted contract helps prevent disagreements and disputes. We ensure that your agreements are robust and legally sound.

### **Dispute resolution**

- **Amicable settlement**

A swift and effective solution saves time, money and unnecessary tension.

- **Mediation**

Our accredited mediators guide both parties towards a mutually agreed solution.

- **Litigation**

When dialogue is no longer possible, we represent your interests robustly before the courts.

### **Litigation**

We favour mediation where possible and initiate court proceedings where necessary. Our lawyers have extensive courtroom experience and also assist you in court-appointed expert proceedings.

Protect your innovation and your data. Contact us today for a consultation.

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