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Mergers & Aquisitions
National and cross-border mergers
Successful mergers are based upon a deep understanding of industry dynamics, the nature of the merging entities and well thought-out integration plans. In today’s globalized world, many deals occur cross-border and call for multijurisdictional coordination. A clear understanding of specific legislative requirements and commercial issues in the respective countries is required. Deloitte Legal assists companies with:
- Designing suitable structures for the transaction
- Jurisdiction choice
- Identification of legal issues arising as a result of a merger
- Review of contracts that could be affected by the merger
- Drafting of documentation for the formalization and execution of the transaction
Deloitte Legal works closely with colleagues in other Deloitte business specializations such as tax, consulting, accounting and financial advisory in multiple jurisdictions to address and smooth the complexities that naturally arise from transactions. We are well qualified to assist with national and cross-border mergers in a variety of industries.
Acquisitions, divestures and joint-ventures
In today's global business environment, expansion strategies, alliances and divestitures often give rise to a wide range of legal, tax, regulatory, and other issues which may impact the overall success or failure of a transaction. Deloitte Legal advises business throughout every stage of a transaction, from negotiation through to execution. We provide advice on suitable structures as well as drafting of relevant agreements and ancillary documents.
Deloitte Legal has extensive experience in cross-border deals in a variety of industries. Deloitte Legal professionals work closely with their Deloitte colleagues around the world who have strong foundations in the business community which they serve. This is a valuable asset if and when cross border complexities arise.
Private equity and venture capital
In today's global business environment, expansion processes, alliances and divestitures present a wide range of legal, tax, regulatory, and other issues which may lead to the success or the failure of the investment.
Deloitte Legal provides advice at all stages of a private equity (PE) or venture capital (VC) transaction, from legal review of the target to the design of the most suitable structure (MBO, LBO, MBI, BIMBO) and drafting of the documents to reflect the commercial objectives of the business and execute the transaction and advising on legal negotiating strategies.
Clients benefit from Deloitte Legal’s deep experience within corporate and mergers and acquisitions, our understanding of the PE/VC markets and industries, and our close collaboration with our colleagues in other disciplines within the Deloitte global network of member firms.
Legal purchaser and vendor due diligence
Appropriate assessment of the risks associated with a target company or a projected transaction can be the difference between the success and failure of the deal. Deloitte Legal assists businesses with legal purchase and vendor due diligence including review of any required aspects of the target company, identifying contingencies and risks that may arise as a result of the sale or purchase of an entity, highlighting legal considerations and drafting of the relevant diligence reports. Deloitte Legal also helps companies with the tactical aspects of the transaction such as the negotiation strategies and drafting and execution of the required documents.
Companies benefit from Deloitte Legal's deep experience within corporate and mergers and acquisitions, our understanding of local and global markets and our close collaboration with colleagues in other Deloitte business disciplines such as tax, consulting, audit and financial advisory. Deloitte Legal's international presence and capabilities stand out from those of a traditional law firm.
Post-merger integration activities and legal entity reduction
Finding the right merger candidate and negotiating a deal are only the first steps in the path to deriving value from a transaction. Once a deal closes, it is essential to effectively integrate the businesses and structures of the entities in order to realize the intended benefits of the merger.
Deloitte Legal helps companies rationalize and simplify corporate structures and internal proceedings for the integrated group. We have a solid understanding of and experience in a wide variety of industries and sectors. Our lawyers work closely with other Deloitte professionals from tax, consulting, and financial advisory to help ensure businesses consider multiple perspectives and business impacts prior to making strategic decisions.
For company business to operate efficiently and as intended while avoiding gridlock within the corporate structure, shareholder relations need to be carefully and proactively managed. Shareholder agreements regulating the primary rights, obligations and interactions between shareholders are essential instruments for preventing and managing potential conflicts that may arise.
Deloitte Legal assists companies with negotiation and execution of shareholder agreements, advising on all aspects of such agreements. Relating to:
- The regulation and structure of governing and managing bodies
- Resolutions subject to qualified majority
- Control restrictions on the transfer of shares
Deloitte Legal has experience with and understands the nature of shareholder relationships in different types of entities. Additionally, we bring industry knowledge that enables us to help companies understand and address sector specific issues. These qualities enable us to adapt our approach to suit the needs of individual organizations.
For more information please get in touch with Kris Ruijters or Gert-Jan van Dalen.