Mergers and Acquisitions Services
Inveiss Legal assists businesses and corporations in a wide range of M&A deals, from small ventures to complex acquisitions, mergers and divestments. We work seamlessly across different practice areas from intellectual property, competition, foreign investment, tax and corporate finance to facilitate deals.
We are able to project-manage the deal for our clients:
Pre-deal advice including advising on on market conditions (anti-competition laws, regulatory landscape), legal structure, financing structure, tax considerations, employees etc.
Legal due diligence including legal due diligence request list, legal due diligence scoping plan and legal due diligence report.
Deal documentation and contracts including heads of agreement and memorandum of understanding, scheme and merger documentation, share and asset sale agreement and NDAs.
Transaction approval involving liaising with regulators (ASIC, Takeovers Panel, ACCC) and seeking court orders for approval.
Post-deal corporate governance, risk management and legal compliance management including advising and implementing governance, risk management and compliance management framework and programs and conducting GRC audits.
As our client, you’ll have the opportunity to meet every member of the team working on your deal. Our lawyers will work closely with you and your financial and other advisors to understand your needs so that we can manage the risks throughout the deal process and ensure the best commercial outcomes are achieved within the right timeframe.
M&A deal process
A typical 10-step M&A deal process includes:
- Develop an acquisition strategy – Developing a good acquisition strategy revolves around the acquirer having a clear idea of what they expect to gain from making the acquisition – what their business purpose is for acquiring the target company (e.g., expand product lines or gain access to new markets)
- Set the M&A search criteria – Determining the key criteria for identifying potential target companies (e.g., profit margins, geographic location, or customer base)
- Search for potential acquisition targets – The acquirer uses their identified search criteria to look for and then evaluate potential target companies
- Begin acquisition planning – The acquirer makes contact with one or more companies that meet its search criteria and appear to offer good value; the purpose of initial conversations is to get more information and to see how amenable to a merger or acquisition the target company is
- Perform valuation analysis – Assuming initial contact and conversations go well, the acquirer asks the target company to provide substantial information (current financials, etc.) that will enable the acquirer to further evaluate the target, both as a business on its own and as a suitable acquisition target
- Negotiations – After producing several valuation models of the target company, the acquirer should have sufficient information to enable it to construct a reasonable offer; Once the initial offer has been presented, the two companies can negotiate terms in more detail
- M&A due diligence – Due diligence is an exhaustive process that begins when the offer has been accepted; due diligence aims to confirm or correct the acquirer’s assessment of the value of the target company by conducting a detailed examination and analysis of every aspect of the target company’s operations – its financial metrics, assets and liabilities, customers, human resources, etc
- Purchase and sale contracts – Assuming due diligence is completed with no major problems or concerns arising, the next step forward is executing a final contract for sale; the parties will make a final decision on the type of purchase agreement, whether it is to be an asset purchase or share purchase
- Financing strategy for the acquisition – The acquirer will, of course, have explored financing options for the deal earlier, but the details of financing typically come together after the purchase and sale agreement has been signed
- Closing and integration of the acquisition – The acquisition deal closes, and management teams of the target and acquirer work together on the process of merging the two firms
- Corporate social responsibility: does every business need to have it?
- Restrictions on foreign investment
- Business structure considerations in an international business expansion
- Legal aspects of an international business
- International business expansion – factors affecting business success