merger and acquisition lawyers

What Do Merger and Acquisition Lawyers Do

Successful execution of large transactions is usually the result of the participation of experienced specialists in the field of law and jurisprudence. So, what do merger and acquisition lawyers do? Here is more about it.

Lawyers in M&A deals: professional support of major transactions

Working on projects in new industries requires members of M&A working groups to show cohesion, to have teamwork skills. Individualism and closeness in the work during the implementation of mergers and acquisitions bring additional risks rather than benefits to this work. New methods of conducting mergers and acquisitions require new thinking, a broad outlook, a mentality of the creator of new realities, and tolerance for the nature of the counterparty from project managers and members of working groups.

When key positions in the M&A team are occupied by specialists with a legal background, special attention is usually paid to minimizing risks at the stage of company verification, as well as legal structuring of the transaction itself and its correct execution. Lawyers must ensure maximum legality and compliance with the agreements within the signed agreements at the stage of the transaction. Their active role in negotiating may slightly delay the preparation for the signing of a package of documents, however, the quality of such documents is much higher than if the transaction was carried out under the guidance of other specialists. The financiers in such a team play a secondary role, which comes down to analyzing the target company, building cash flows transferred to the seller as part of the transaction, as well as occasional advice on debt restructuring and providing financial and accounting information.

What are the responsibilities of the M&A lawyer?

To successfully carry out M&A transactions, a lawyer needs knowledge of legal and regulatory requirements, market conditions, an in-depth understanding of the tasks, as well as the development of a reliable legal solution for a particular transaction.

The M&A lawyer ensures the following services:

  • conducting negotiations with documenting preliminary agreements;
  • development of non-disclosure agreements NDA (Non-disclosure agreement) and agreements on the terms of negotiations;
  • due diligence of the business or individual assets that are part of the transaction;
  • structuring the deal and optimizing associated costs;
  • analysis of tax risks and tax planning of the transaction;
  • preparation and approval of all legal documents;
  • monitoring how corporate and antitrust procedures are carried out, which are important for the approval of the transaction;
  • support of the transaction in matters of a legal and organizational nature;
  • control over the closing and execution of the transaction up to the actual registration of the transfer of ownership and the implementation of all settlements.

During M&A due diligence, the lawyers perform the analysis of the company’s position against competitors, analysis of legal documentation, and financial reports. They review and confirm all financial indicators that are important when making a decision on a transaction, analyze information about the company from open sources, and verify the legality of owning business assets.

As part of supporting major transactions, the lawyers provide related services:

  • They draw up legal opinions on the possibility of recognizing the contract as invalid or not concluded;
  • They conclude agreements on the creation of a joint company in jurisdictions with the best tax regime;
  • They are working on an expert opinion on the possible risks of conducting a transaction according to the scheme proposed by counterparties;
  • They advise on the protection of the rights of shareholders and founders;
  • They carry out legal due diligence of the transaction, analyzing compliance with the requirements in terms of currency control and foreign investment.