Mergers & Acquisitions

We advise companies, investors and shareholders on mergers, acquisitions, disposals, joint ventures and other strategic transactions. Our part runs from the first thinking about structure and terms, through due diligence and documentation, to completion and what follows it.

Buyers and sellers of businesses, shareholders taking on a partner or leaving, investors funding a growing company, and businesses combining operations with another.

What we do

• Mergers and acquisitions: The transaction as a whole: structure, terms, documents, approvals and completion.
• Legal due diligence: What the target actually owns, owes and has promised, reported in a form you can price and negotiate against.
• Business and asset acquisitions: Buying the business rather than the company: which assets transfer, which liabilities stay behind, and what the employees' position is.
• Share acquisitions and disposals: Sale and purchase of shares, with warranties, indemnities and the conditions that must be met before completion.
• Joint ventures: Two businesses working together: contributions, control, deadlock and how either side may leave.
• Transaction structuring: How the deal should be built, and what each structure means for risk, approvals and cost.
• Negotiation and preparation of transaction documents: Term sheets, agreements, disclosure letters and ancillary documents, negotiated alongside you.
• Regulatory and corporate approvals: The consents a transaction needs, from the board and the shareholders to any regulator with a say.
• Post-completion support: Filings, transfers, registrations and the obligations that survive completion.

How a matter usually runs

1. The deal in outline: What is being bought or sold, by whom, on what basis, and by when. We flag early what could stop it.
2. Structure and term sheet: The structure we recommend and why, and a term sheet that fixes the commercial points before the lawyers multiply.
3. Due diligence and documents: We investigate, report on what we find, and negotiate the agreement so the findings are priced or protected against.
4. Completion and afterwards: Signing, conditions, completion, then the filings, transfers and hand-over that make it real.

What to bring

• The target's incorporation documents, constitution and share register
• Audited or management accounts
• Material contracts, leases and licences
• Any term sheet, letter of intent or heads of terms already signed
• Details of employees, disputes and borrowings

Common questions

Should I buy the company or the assets?

It depends on what you want and what you are prepared to inherit. Buying the company brings its history with it; buying the assets leaves more behind but takes more transferring. We set out both before you decide.

How long does due diligence take?

Usually weeks rather than days, and it moves at the speed the seller answers. A prepared seller with documents to hand shortens it considerably.

What are warranties and indemnities for?

They allocate risk. A warranty is a statement you can claim on if it turns out to be untrue; an indemnity is a promise to cover a known risk pound for pound.

Can you act if the other side is abroad?

Yes. We handle the Ghanaian side of a cross-border transaction and work alongside counsel in the other jurisdiction.