Mergers and Acquisitions

In the M&A process, any responsible management will require a comprehensive assessment of the legal risks relating to the corporate status, assets, contracts, securities, intellectual property, and so on, of the target company.

The ideal structure for the transaction, whether pre-deal or post-deal, may depend not only on financial and tax considerations but also on legal issues. Plus, implementing the ideal transaction structure often entails complex corporate legal documentation.

Negotiations often call for the services of a legal expert, as many legal pitfalls already need circumventing at the negotiating table. The transaction contracts and related documents can only be drafted with special attention from a business-minded lawyer.

If this is your situation

• You’re contemplating an M&A transaction such as selling or acquiring a Belgian company or business (division), entering into a joint venture, acquiring a minority/majority interest or forming a strategic alliance.
• You’re considering restructuring your internal group organisation or business model and also want to streamline it legally.
• You want to assess the material legal risks involved in an M&A transaction or internal restructuring.
• You need legal expertise at the negotiating table and in drafting the transactional or restructuring documentation, which has to be aligned with the relevant financial and tax considerations.

How PwC can help you

• We can assist you in the contractual domain over the full transaction cycle, from negotiation to drafting, for the memorandum of understanding, the confidentiality and exclusivity agreements, the share purchase agreement, the representations and warranties, etc.
• We can do a full legal due diligence giving an assessment of the main risks and providing solutions that may reduce risk.
• We can reduce your M&A admin burden by setting up and managing a legal data room.
• We can advise you on the legal aspects of the deal structure and handle its legal implementation, including carve-outs, mergers and divisions, cash-extraction mechanisms (e.g. equity strip), and setting up intra-group agreements.
• We can assist and organise the deal closing and advise post-deal (e.g. on claims for breach of the reps and warranties or price adjustment mechanisms; action to minimise or abate the tax, legal, labour or other risks detected during the due diligence).
• We can help you prepare all board room and shareholder decisions for post-acquisition restructuring.