Mergers and Acquisitions

The Corporate team at MKB Law pride themselves in being able to advise business buyers and sellers of all sizes. With a vast experience in both asset sales and share sales from SMEs to large companies, the team will work with you from the beginning of the transaction, liaising with accountants, lenders and other stakeholders, right through to completion and post-completion.

The corporate team can advise and act in relation to all manner of areas within the transaction including the due diligence process, drafting and negotiation of the key transaction documents, any property aspects, tax deeds, funding arrangements and intellectual property rights. The team work collaboratively with specialist fee earners in various departments within the firm which means MKB Law can take on a broad range of complex transactions.

Business sales and purchases can take a number of forms such as:

Share purchases;

Asset purchases

Management Buy Outs; and

Intra Group Reorganisations.

MKB Law also deliver expertise in specialist sectors including hotels, restaurants, bars, pharmacies, residential homes and manufacturing companies. Please visit our Sectors page for more details.

A merger is the amalgamating of two companies, usually into a new company. The previous companies are then dissolved.

An acquisition involves one company purchasing another company or its assets. The acquired company then becomes a subsidiary of the acquiring company, so unlike a merger, no new company is created.

Before the transaction, it is imperative that a buyer can satisfy themselves that they are getting exactly what they are paying for and will require a full picture of the assets and liabilities of the company. It is therefore imperative to instruct a solicitor and other professionals such as accountants or tax specialists to carry out rigorous due diligence. Generally speaking, due diligence falls into these broad areas:

  • Financial – including accounting, resources, financial performance, tax.
  • Legal – including litigation proceedings, regulatory issues, exposures and risks, real estate issues, review of agreements and contracts and intellectual property rights.
  • Operational – including company structure and governance, insurance, employee and management issues, sales pipelines and information technology.

Warranties are contractual assurances, given by the seller, in the sale purchase agreement (SPA) about the target company or business. Their purpose is to protect a buyer from any future liabilities which may exist or come to light post-completion. If any of the assurances are false or incorrect the seller may be liable to pay damages to the buyer under a breach of warranty claim. Warranties are commonly one of the most negotiated aspects of an SPA and a buyer will be keen to ensure that the warranties are as wide reaching as possible whilst the seller will try to limit their scope.

A seller may also be required to give certain indemnities (promises to reimburse) to a prospective buyer in the SPA. Generally, these are much more specific in nature than warranties and are generally used to protect the buyer against specific risks or identified liabilities.

Gordon McElroy
Director
gmce@mkblaw.co.uk
028 9099 3111

Lynsey Henderson
Solicitor
lh@mkblaw.co.uk
028 9099 3117

Jose Lazaro
Solicitor
jl@mkblaw.co.uk
028 9099 3114

MKB Law understands business. We are pleased to work with clients across a range of sectors, including:

Experienced

Our experience and expertise allow our team to provide an unrivalled service to all clients.

Personal

Our personal understanding ensures our clients are at the forefront of our services.

Flexible

Our team provides clear legal guidance to complement your business structure.

Specialised

Our clients span all industries, from technology to agriculture and hospitality to renewables.

Or please call us on 028 9024 2450 or email info@mkblaw.co.uk

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