M&A Case studies

[Zahra]

Hello everyone!

Incase anyone is looking for any sources on understanding the different issues that should be flagged up during due diligence (in addition to The Corporate Law Academy's fantastic article on M&A's - https://www.thecorporatelawacademy.com/mergers-and-acquisitions-case-study/), I'd recommend reading the article "Due diligence checklist: cross-border" on Practical Law. This is the link: https://uk.practicallaw.thomsonreut...Id=944A4A9FCB12206ED013C64EDB509339&comp=pluk

 

[Jaysen]

Great stuff. M&A questions/case studies are very popular at interviews!

 

[Daniel Boden]

Any chance someone could put the actual article on here? I can't access it

 

[BWSM201]

Any chance someone could put the actual article on here? I can't access it

Hope this works mate

 

[Helena]

Hope this works mate

It works!

 

[Daniel Boden]

Hope this works mate

Thanks so much!

 

[Milos]

Thanks so very much for sharing the link, Zahara! I have also found some interesting M&A related content here https://dealroom.net/faq/what-is-m-a-process-everything-you-need-to-know in case someone on the forum is looking for interesting reads to pass the time.

 

[mlaw1234]

Hi, if anyone has any input, what would you say are the main risks/concerns associated with M&A and joint ventures, from the perspective of both parties (buyers and sellers)?

 

[IntrepidL]

From the perspective of the buyer:

• Whether there is any pending litigation against the Target company
• Whether there are any charges over any of the assets within the Target company, or whether any assets are held as collateral - you can then perhaps obtain an undertaking from the seller that the charges will be discharged before completion of the deal.
• The value of goodwill of the Target company

 

[Romiras]

You'll also want to consider whether it should be an asset (going concern) or share purchase. Consider how you finance it, whether the assets or important parts of the Target are actually located in the Target, payment structure, etc.

For a joint venture, you'll want to consider how the joint venture should be structured, who has to finance what and how the obligations, risk and also benefits are to be split among the parties (control), etc.

 

[IntrepidL]

Hello, was reading some articles on asset/share purchases and was wondering if anyone has any thoughts on potential tax issues to flag in the choice of structure for a share/asset purchase?

 

[Romiras]

Hello, was reading some articles on asset/share purchases and was wondering if anyone has any thoughts on potential tax issues to flag in the choice of structure for a share/asset purchase?

Tax is a bit complicated for asset purchases as there a variety of factors to consider such as the asset(s) itself, whether there have been intra-group transactions that are caught by tax laws, etc. For a share purchase, there is stamp duty (at a relatively low rate).

At interview stage, you won't really be expected to say much about tax liabilities / issues. Perhaps just note that tax liabilities / issues tend to be lower / simpler for share sales (from the perspective of the seller) and that there are certain reliefs that may be available.

 

[IntrepidL]

Thank you, @Romiras!

 

[Ricky]

Here are some mind maps that I made before my A&O case study interview. Breaks down the various areas of due diligence and also how to put together the share/asset purchase agreement.

 

[IntrepidL]

Thank you, @Ricky! This is really useful stuff!

 

[Aspiring.lawyer.to.be]

I was wondering if anyone can explain the price mechanism ie. locked box and use of earn outs.

 

[acheampong29]

Ricky, I know I'm answering this years later, but you're a legend. Thank you!

Here are some mind maps that I made before my A&O case study interview. Breaks down the various areas of due diligence and also how to put together the share/asset purchase agreement.

 

[Mariah]

Here are some mind maps that I made before my A&O case study interview. Breaks down the various areas of due diligence and also how to put together the share/asset purchase agreement.

Hi! I'm applying to Clifford Chance and I have a case study too. How would you recommend to proceed with it?