Mergers & Acquisitions (M&A)

SGA World's  member firms understand the challenges on both sides of the transaction and recognize the need for both parties to drive maximum deal value. Our Deal Advisory M&A professionals across our global network are forward-looking specialists with vast deal experience, a broad range of skills and deep industry expertise. We create holistic solutions that will help you confidently navigate the complexities of buying and selling a business, identifying the key risks and rewards throughout the deal cycle.

For sellers, we help you understand the potential risks and rewards of a divestiture. We assess your situation and support your negating position to maximize sales price and execute the deal with minimal disruption to the remaining business operations.

For buyers, we recognize the need to unlock value at every stage of the transaction. We help you identify target markets and potential targets, and support an efficient transaction process even for the most complex deals. We help you align deals with your strategic business objectives, maintain compliance and enhance value from integration and potential upside opportunity.

Our service offering spans all aspects of M&A practice:
  • Preparing and negotiating acquisition agreements, shareholder agreements and joint ventures
  • Advising on end deal structures
  • Conducting legal due diligence reviews (buy-side or sell-side)
  • Merger filings with relevant authorities throughout the region
  • Advising on Middle Eastern regulatory issues
  • Reviewing and implementing pre-closing restructuring

Mergers and Acquisitions Resources and Considerations

Both mergers and acquisitions are complex transactions that require significant strategic business planning and legal due diligence. An experienced mergers and acquisitions lawyer can help guide you through the various legal areas that govern M&A law. Some important legal considerations include Due Diligence, Corporate Governance, Antitrust, Taxation etc.

During a merger or acquisition, both the selling and the acquiring company must conduct due diligence. For sellers, this means taking the necessary steps to maximize the value of the company and closing the deal. In order to accomplish these goals, the seller must produce complete and accurate documentation. The acquiring company must then review and analyze the documentation to assess whether it supports closing the deal and to identify any red flags or risks. The information the seller needs to provide often includes all the company’s corporate governance documentation, financial liabilities, capitalization schedules, tax information, operating information, customers and vendors, personnel and labor relations, payroll and benefits, real property, intellectual property, research and development, contractual rights and obligations, and any other special industry considerations. A due diligence lawyer can help you with this step.
One of the critical areas of due diligence is corporate governance. This requires the seller to open its incorporating documents, bylaws, minutes from board meetings, shareholder materials, locations where it does business, any previous deals, changes in control and corporate reorganization, stock transfer ledger, organizational charts, policy manuals and corporate codes of conduct, press releases, and bank accounts. Again, timely and complete disclosure by the seller will help close the deal and alleviate any fear on behalf of the acquirer of unexpected problems.
Accordingly, most large M&A contracts include provisions dictating how the parties will work together during a potential antitrust review. Sellers want certainty that the deal will close regardless of the time it takes for antitrust clearance. However, acquirers want the option to walk away from the deal if it is no longer consistent with its economic interests. A mergers and acquisitions lawyer can help negotiate a mutually acceptable antitrust-related provision to prevent the deal from falling apart even prior to antitrust review.
Major corporate transactions like mergers and acquisitions often carry with them significant tax implications for all entities involved. Accordingly, tax lawyers should be closely involved in structuring the transaction so the entities can take advantage of tax-preferred structures and avoid unnecessarily expensive tax loads.

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