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Legal support for transactions

We analyse legal risks and obligations within the transaction. Think about contracts, claims, governance and compliance, so you can be sure where you stand.

M&A Legal

In an acquisition or shareholding, a legal due diligence - in addition to financial and tax due diligence, among others - is crucial

Legal support for transactions

Whether you are buying or selling a business, you want to know exactly where you stand. Legal due diligence and well-drafted transaction documentation are essential components in this process. They not only determine the risk profile of the deal, but also impact the efficiency of the acquisition process, signing and closing and post-closing integration.

We assist both buyers and sellers in identifying legal risks and liabilities and translating them into balanced and workable transaction documentation

Buy side Legal due diligence

When making an acquisition decision, the key question is: what exactly are you purchasing? Our legal due diligence provides insights into the target company's legal position and the existing agreements with employees, customers, suppliers, financiers and other stakeholders.

Our areas focus includes - to be determined in coordination with you - include:

  • Company law aspects / organisational structure
  • Securities and financing documentation
  • Major commercial contracts
  • Employment matters
  • Pension schemes
  • Intellectual property, ICT and data privacy
  • Permits and compliance
  • Real estate
  • Environmental considerations
  • Pending and threatened disputes and claims
  • Insurance matters

We present our findings in a clear report including a summary, an assessment of the relevant risks and specific recommendations. If, necessary, we incorporate these findings directly into revisions of the transaction documentation, such as specific guarantees, indemnities or conditions at closing.

Sell side Legal due diligence

On the selling side, the objective is to present the company in a structured and professional manner. With vendor due diligence, we analyse and present the relevant legal information in advance before a potential buyer performs their due diligence.

This offers the several advantages, among others:

  • Potential buyers quickly obtain insight into the target and potential issues
  • Questions can be directed and answered more effectively
  • Focus areas can be identified and addressed in advance be be resolved or contractually covered. This also prevents surprises in this regard later in the acquisition process and/or a possible downward adjustment of the purchase price later in the acquisition process
  • The bidding process and final negotiations become more efficient

We provide support in collecting, structuring and assessing all legal documentation and in setting up a clear data room to ensure that the company is ready for sale and the legal aspects are aligned with the financial, tax and commercial information.

Tailor-made transaction documentation

The success of a transaction depends on having clear and balanced contract. Based on the findings of the financial, tax and legal due diligence, we draft transaction documentation or review drafts prepared by the other party or another adviser.

Our work includes:

  • Non-disclosure agreement (NDA) (early in acquisition process)
  • Letter of intent / Term Sheet
  • Share purchase agreement (SPA) or asset purchase agreement (APA)
  • Shareholder agreement
  • Management agreement
  • Reinvestment documentation
  • Vendor loans
  • Other transaction and closing documents

Throughout this process, we ensure legal precision, while also considering commercial feasibility and practicality. The result is documentation that aligns with the negotiation dynamics, the risk allocation/sharing envisaged by the parties and the structure of company after closing.

Cooperation and multidisciplinary approach

Transactions involve multiple disciplines, including financial, tax and legal aspects. We closely coordinate our legal work with the financial and tax due diligence and cooperate with corporate finance advisers, tax specialists and other experts as needed. This approach creates an integrated picture of the company and of the risks and opportunities of the transaction.

We can handle all legal aspects of an acquisition process and coordinate with the notary involved in a share transfer. We also play an important role in negotiations.

If you need legal due diligence carried out or transaction documentation drafted or reviewed or otherwise receive legal guidance in the acquisition process? We would be happy to discuss how we can support your transaction.

Better insight, better decisions.

M&A Legal

Legal DD is a legal scan of the company and its contractual obligations to assess whether ownership, rights and risks are well defined. The aim is to identify dealbreakers and liabilities early and translate them into terms in the purchase agreement.

The focus is usually on key customer and supplier contracts and their provisions on change of control, termination, exclusivity, liability limits and penalties. We also review corporate documentation (articles of association, shareholder resolutions, proxies), IP and IT (ownership of code/brands, licences, open-source use), privacy/AVG and compliance, plus pending or threatened litigation.

Contracts that automatically terminate or trigger renegotiation upon acquisition, or lack proper liability limits. Also common: IP not demonstrably vested in the company (freelancers/employees without proper deeds), missing processor agreements or insufficient AVG documentation, and obligations not clearly reflected in the data room such as warranties, side letters or claims.

We translate the findings from Legal DD into concrete agreements in the SPA, such as specific warranties, indemnities and conditions to be completed before closing. Also consider concrete delivery points towards closing, such as arranging necessary consents under contracts, recording IP transfers, handling claims and adjusting critical contract clauses before signing or closing.

A full Legal DD is broader and deeper, providing a complete picture of obligations and exposures across all relevant areas of law. A red flag review is faster and focuses on the most material contracts and topics that can directly affect the deal, such as change of control, IP ownership, privacy and claims.

M&A Legal

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HR Due Diligence

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Financial Due Diligence

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Valuation Services

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M&A Tax

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ESG Due Diligence

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Transactions require more than just numbers

A successful transaction depends on timing, negotiation, and strategic insight. While accurate analysis is crusial, it’s only valuable when it is translated into concrete implications for your position, your risk, and your decision-making. We ensure that facts and figures are put into context.

In-depth insight
Successful transactions

We use data analysis to give you in-depth insight into trends and developments. Our goal is to help you make the best decisions based on factual information.
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