M&A and Due Diligence

The question

You are selling your company, buying one, or merging with a partner. Four things need answers. What exactly changes hands? Which risks come with it? Who carries them after completion? And what has to happen before closing? If the target's value sits in IP or data, there is a fifth: does it actually own what it says it owns?

Due diligence answers most of that. The transaction documents then turn the answers into obligations. The structure comes first, though, because a share deal and an asset deal move different liabilities. Our overview of M&A for growing businesses sets out those choices.

We see founders approached by a buyer, groups buying a competitor or supplier, companies preparing an exit within the year, and investors taking a significant stake. In every one of those cases the advice is the same. Bring us in early. A defect found before the buyer finds it can still be fixed. Found later, it comes off the price.

Our approach

On the buy side, we scope the review to the target's real risk profile. Corporate records, key contracts and change-of-control clauses, employment, litigation, regulatory and data protection compliance are the baseline. Where IP drives the value we go deeper: chain of title, gaps in the registrations, licences in and out. More in what to expect in M&A due diligence and IP in due diligence.

On the sell side, we review your company before anyone else does. Missing IP assignments from founders or contractors. Unsigned contracts. A cap table nobody can explain. All cheap to fix now, and expensive mid-deal.

The process runs in a data room: indexed, access-controlled, with every question and answer logged. Answers stay consistent, and the seller ends up with a clean record to build the disclosure schedules on. We read the contracts in the room with Document Studio, our own document analysis and drafting system. It checks each contract against our playbook and flags clauses such as change of control, assignment or termination. A lawyer then decides what each flag means. On the IP side, our portfolio platform lists the registered rights, their status and what falls due next.

The work is split into workstreams (corporate, contracts, employment, IP, data protection, litigation), each with a named lawyer and its own question list. Every finding is rated by a lawyer before it reaches you, in one of three buckets: fix before signing, price it or cover it with an indemnity, or leave it to a post-closing covenant. You get our reasons with each rating. You decide how to play it.

Then we turn the findings into terms. Price mechanisms such as escrow, earn-out and completion adjustments. Warranties and indemnities. Conditions precedent. Disclosure schedules that qualify the warranties. If the seller has to keep supporting the business after closing, we draft a transitional services agreement.

Counterparty checks belong in the same workflow, not after it. The anti-money-laundering rules, the UBO registers and the EU sanctions lists all require you to know who sits behind the other side. See our note on sanctions screening and anti-money laundering.

What you get

• A structure memo comparing the share and asset options.
• A due diligence report, findings ranked by their effect on price, warranties or conditions.
• A data room and a managed Q&A process.
• Negotiated transaction documents with disclosure schedules.
• A closing checklist, and post-closing agreements where needed.

We coordinate tax structuring with your tax adviser.

Fees are agreed before we start. Depending on the deal, that can be a fixed fee per phase, a retainer, or another arrangement you are comfortable with.

Next step

Tell us about the deal, your role in it and the timetable. We will come back with a proposed scope for the review.

Schedule a meeting or contact us.