Typical scope of services provided in an M&A transaction on the buy side

• Structuring:

Development, in cooperation with the client, of a business-optimal transaction structure, with particular attention to the tax consequences of the transaction for the seller, including, if necessary, taking into account international tax aspects and/or evaluation and appropriate modification of the transaction structure proposed to the buyer by the seller

• Due diligence:

We conduct legal and tax analysis, covering – depending on requirements – the entire operations of the target company or its selected part that involves the greatest risk or is crucial for the client and presenting redflag due diligence or full scope due diligence reports or a combination of both models, with an indication of risks and recommendations for inclusion in the transaction documentation

• Transaction documentation:

Drafting and negotiating, depending on the specifics of the given transaction, a draft letter of intent, term sheet, exclusivity agreement, non-disclosure agreement (NDA), investment agreement, option agreement, sale agreement (including conditional or preliminary) re shares/business (SPA), shareholders’ agreement (SHA). Also, drafting the corporate documentation necessary to complete the transaction on the buyer’s side

• W&I Insurance

Legal assistance and coordination in preparing the W&I insurance policy for the seller or buyer, including, in particular liaising with the insurance broker

• Regulatory approvals 

Verification of the requirements for obtaining antitrust clearance for the transaction. Preparation of merger notifications and representation of the client in proceedings before the competition protection authorities, including UOKiK in Poland, the Bundeskartellamt in Germany, and the European Commission

• Acquisition debt financing

Comprehensive support of the acquisition financing process, including negotiation of full loan documentation (loan agreements, collateral documentation). Support in the process of fulfilling conditions precedent to loan disbursement and follow-up conditions

• Escrow account agreement

Preparation and negotiation of an escrow account agreement with the selected bank, including for securing claims for representations and price adjustments

• Transitional services agreement

Preparation and negotiation of a TSA tailored to the specific circumstances of each transaction