Mergers and Acquisitions
Mergers and Acquisitions involves the restructuring of two or more companies. Mergers and Acquisitions are performed when one entity is collaborating or merging with another entity to form one entity [new or existing]. Financial burden, administrative issues are some of the reasons for mergers and acquisitions. There are set norms for the process that need to be managed and require a professional guidance.
Services in India
Read More
Mergers and Acquisitions (M&A) are a big step in the endeavor of any business entity. To ensure that the whole process is performed efficiently and without any major drawbacks. Mergers and Acquisitions affect the internal structure and administration of any company. This why a strategic plan is required to carry out the process. Strategic planning involves negotiation and deciding upon a valuation. A well-planned process will make the process beneficial for the company resources and try to cut back expenses of the process. Financial consideration and administrative management are to be given priority for a successful transaction. Regular discussions between the parties are necessary to decide upon the strategy and check the feasibility of the transaction.
Read More
Due diligence is used as a tool of fact checking and confirming the feasibility of the transaction. It helps in investigating, verification and audit of the proposed plan of the merger. Information found through the due diligence process helps the parties involved make the final negotiations and decisions regarding the transaction. A non- disclosure agreement is highly advised to be executed before any information is shared or due diligence is performed on such information. Due diligence is performed on different aspects and functions of the business entity and a comprehensive due diligence report is prepared by a professional to help ascertain the potential of the transaction. The due diligence process is integral to the transaction as it verifies the truth of the information and documents presented by the other party.
Read More
Apart from the non-disclosure agreement, execution of a term sheet as a letter of intent is integral to initiate the transaction. Additionally, documents necessary to perform due diligence are required from all the parties involved – both those already prepared and certain documents created to facilitate the process. Beyond these, there are several other documents and agreements that have to be prepared and executed. Article of Association and Memorandum of Association of all the entities involved shall need to be amended according to the merger plan, if required. Board Resolution approving the transaction is one of the most important documentation compliances.
Read More
Indian market and trade are extensively regulated by government policies and authorities. There are several procedural steps that need to be taken care of before initiating a merger, acquisition or amalgamation of companies anywhere in the country. A proposed scheme of the merger can be submitted to the Registrar of Companies (ROC) along with all the necessary documents as required such as valuation report. The approvals required depend on the type of transaction and the size of the entities involved. Compliances with regulations of Securities and Exchange Board of India (SEBI) are also required for specific entities. Navigating these approvals can be tricky and professional help is much advised.
Read More
As every individual is working towards a similar goal during a mergers and acquisition, closing procedures are mutually performed by the parties involved. Closing procedure includes of the finalization of all the documents, approvals and conditions as required by the transaction. In mergers and acquisitions closing is mostly done through the transfer of the ownership rights in the form of the shares of the company. Closing procedures need be performed as soon as possible, since the transacting documents of the transaction will come into effect only upon their completion. There are several regulatory compliances that need to be performed in order to validate the transaction. These compliances must be performed in accordance to the governing law of the business enterprise such as the Companies Act, 2013. Board resolutions and valuation reports are some of the documents that will be required as part of the closing procedure.
Services in USA
Read More
Mergers and Acquisitions (M&A) are a big step in the endeavor of any business entity. To ensure that the whole process is performed efficiently and without any major drawbacks. Mergers and Acquisitions affect the internal structure and administration of any company. This why a strategic plan is required to carry out the process. Strategic planning involves negotiation and deciding upon a valuation. A well-planned process will make the process beneficial for the company resources and try to cut back expenses of the process. Financial consideration and administrative management are to be given priority for a successful transaction. Regular discussions between the parties are necessary to decide upon the strategy and check the feasibility of the transaction.
Read More
Due diligence is used as a tool of fact checking and confirming the feasibility of the transaction. It helps in investigating, verification and audit of the proposed plan of the merger. Information found through the due diligence process helps the parties involved make the final negotiations and decisions regarding the transaction. A non- disclosure agreement is highly advised to be executed before any information is shared or due diligence is performed on such information. Due diligence is performed on different aspects and functions of the business entity and a comprehensive due diligence report is prepared by a professional to help ascertain the potential of the transaction. The due diligence process is integral to the transaction as it verifies the truth of the information and documents presented by the other party.
Read More
Parties may sign a letter of intent, memorandum of understanding, or term sheet once the first phases of due diligence are concluded. This preliminary agreement is normally non-binding with the exception of particular clauses regarding, for instance, confidentiality, exclusivity, and dispute resolution. Additional transaction-related documentation may include: disclosure schedules; escrow agreements; employment agreements; restrictive covenant agreements; management equity structures etc. Closing calls for the singing of definitive transaction agreements and exchange of such finalized documents. All these documents need to be carefully drafted to protect the interests of both the buyers while being legally compliant.
Read More
M&A transactions may call for government intervention and approvals if they fall under the threshold requirements of various laws. The most prevalent government review of an M&A transaction is an antitrust review by the DOJ/FTC. US federal corporate law focuses primarily on disclosure and other investor protection issues in the context of transactions whereas state corporation law is concerned with all other matters – including as the duties of boards of directors, mergers, sales of assets, voting requirements, formation and dissolution of corporations, charters, by- laws, etc. Each party should understand the filing requirements in their jurisdiction. Align the trading of your shares with the period of notice so that the merger is regarded effective in your state or business. Obtaining such approvals and keeping up with ever evolving government notifications calls for a lawyer well versed with the procedures.
Read More
In M&A deals, closing structure and post-closing liabilities should be considered early on, as they will have a significant impact on the terms of the final transaction agreement. In a simultaneous signing and closing, the parties sign the transaction documents concurrently with the conclusion of the contract. Usually, the parties' duties continue beyond the closing. Typically, the seller is required to sign a variety of restrictive covenants for a specified amount of time following closing. Generally, merger agreements provide that the amount owing to shareholders must be promptly remitted to shareholders once all agreements have been settled.