Merger & Acquisition
The firm boasts high specialisation in assistance with M&A (Merger & Acquisition) transactions.
We assist our clients, both “sell side” and “buy side”, in contractual, fiscal, financial and accounting aspects in mergers, demergers, valuations and acquisitions of companies or of company branches, acquisition of shares or majority or minority stakes, LBO/MLBO (leverage-buy-out) transactions.
Our assistance covers all phases of the transaction: economic evaluations and preliminary simulations, with definition and assistance in negotiating the optimal deal structure (capital increase, share deal, company contributions with subsequent sale of target shares, etc.), the drafting of confidentiality agreements (NDA), LOI, (letter of interest), the MOU (memorandum of understanding), the transaction closing contract with definition of the specific negotiation clauses (with relative price and guarantee payment clauses, also assisted by sophisticated structures, for example through price adjustment mechanisms, earn-out, escrow, etc.).
We also assist our clients in the regulation of corporate governance structures in the post-closing phase, (shareholders’ agreements, specific statutory provisions, shares with particular rights, etc.).
Merger&Acquisition, mergers and acquisitions.
identification of the correct corporate structure based on the objectives being pursued (growth, efficiency improvement, internationalisation) and identification of the processes necessary to achieve this structure in the most effective way possible.
a company splits off part of it to create a new company.
activity that, in the context of business economics, specifically deals with the economic valuation of companies by legal obligation (for example valuation in the case of conferring of goods in kind to joint stock companies) or voluntarily (for example for negotiation in case of sales processes).
operation of unification of two or more companies into one.