The consent gap between signing and closing
A signed acquisition agreement does not establish that the target can carry every important contract into the next ownership structure.
Read the guide Mergers & Acquisitions
Look beyond signing. Plan for ownership.
Consent gaps, earn-outs, carve-outs, disclosure and title to the assets a buyer expects to acquire.
The contextMergers & Acquisitions.
Mergers & Acquisitions.
The questions behind the work.
The diligence question is not merely whether a defect exists. It is whether the defect changes value, transaction structure, conditions to closing or the buyer's ability to operate the business. A share acquisition, business transfer and asset purchase allocate rights and liabilities differently.
Read the practice notesFive decisions.
Five decisions.
Examined in detail.
Drafting an earn-out that can be measured after closing
The future price should not depend on accounting assumptions and operating decisions that the parties never settled.
Read the guideTransition services in a business carve-out
A buyer may acquire the business before it can operate independently. The transition agreement needs to bridge that gap.
Read the guideA disclosure letter that answers the warranties
The value of a disclosure depends on what it tells the buyer and how the agreement treats that information.
Read the guideDoes the target own the technology the buyer expects?
Possession of source code, a brand or a product design is not the same as a complete ownership record.
Read the guideThe applicable framework
The Companies Act, 2013, contract law and transaction-specific tax, competition, foreign-exchange, employment and sector requirements may apply. Approval and filing obligations should be checked against the actual parties, structure and thresholds, rather than inferred from the transaction's headline value.