MCL can assist you regardless of whether you have plans to sell or acquire a company. Our experience in corporate acquisitions encompasses various transaction structures. We can act as advisors both in private acquisitions in smaller owner-managed companies and in public takeover offers in listed companies, management buy-outs and strategic acquisitions.

Before a planned company acquisition, it is important to do solid groundwork where the potential target company is carefully examined through a due diligence, a kind of company inspection. The process involves a legal review of the target company’s organizational structure, important agreements, business-related permits, board and management as well as any disputes. If, after the review, the buyer chooses to proceed, then various stages of negotiations begin where the buyer and seller, with the support of their advisors, agree on a suitable transaction structure for the acquisition. Here, many questions of legal, financial, strategic (and emotional) importance can arise. In addition to setting a price, the parties need to agree on e.g. which parts of the business, if not the whole, should be included in the purchase, ensure the transfer of important agreements and permits, ensure the right to intellectual property rights and the continued commitment of staff and key personnel, etc. Although many issues are subject to negotiation, it can be a good support to have a legal advisor by your side here as well, not least when you are sitting at the negotiation table.

When the biggest issues have been dealt with, agreements need to be written between the parties. MCL can assist you in drawing up the share transfer agreement, also called SPA, where the terms of the deal are regulated. Most share transfer agreements are relatively standardized but can differ widely when it comes to guarantees, such as length of guarantee period, scope and limitations of liability. We always strive to help our customers find a favorable risk balance that results in a secure business.