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

The typical range of services we provide in a sell-side M&A transaction includes all or selected services indicated below.  

• 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

• Support for contracts with seller’s advisors:

Legal assistance in negotiating and signing advisory agreements with advisors retained for M&A transactions (including investment banks / corporate finance advisors)

• Vendor due diligence:

Conducting, prior to commencement of the sale process, vendor due diligence of the company / assets, resulting in a redflag report summarizing the identified risks and possible means of eliminating or mitigating them

Vendor due diligence may be accompanied by issue of a reliance letter confirming GESSEL’s acceptance of responsibility for the results of the vendor due diligence to the ultimate investor and its financing entities

• Virtual Data Room:

Legal advice on the preparation of a Virtual Data Room containing information and documents on the company prepared for due diligence by the buyer’s advisors, including:

• Drawing up a list of documents and information to be presented in the Virtual Data Room
• Verification of the completeness and confidentiality of information and documents of a legal nature prepared for the company’s due diligence by the investor’s advisors
• Participation in drawing up Virtual Data Room regulations
• Coordination of the company’s legal due diligence in cooperation with the company
• Legal assistance in subsequent Q&A sessions and supervision of the information provided
• Participation in meetings with legal advisors to a potential investor (expert sessions)

• Transaction documentation:

• Drafting and negotiating, depending on the specifics of the given transaction, a draft letter of intent, term sheet, non-disclosure agreement (NDA), investment agreement, option agreement, sale agreement (including conditional or preliminary) re shares/business (SPA), shareholders’ agreement (SHA)
• Preparation of corporate documentation necessary for the transaction

• 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, agreeing on the initial package of representations and warranties to be included in the sales contract or the management warranty deed to be presented to potential investors

• Escrow account agreement

Preparation and negotiation of an escrow account agreement with the selected bank to secure payment of the price to the seller, with due provision for any earn-out / price adjustment mechanisms