--- title: "M&A and Due Diligence | Pitch, European law firm" description: "A deal needs a structure, a hard look at what is being transferred, and a contract that puts each risk with the right party." url: https://pitch.law/solutions/m-a-due-diligence --- [pitch](https://pitch.law/) [Solutions](https://pitch.law/solutions) [Corporate and M\&A](https://pitch.law/solution-categories/corporate-m-a) # M\&A and Due Diligence A deal needs a structure, a hard look at what is being transferred, and a contract that puts each risk with the right party. We run the legal side from preparation to closing. ## 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](https://pitch.law/academy/mergers-acquisitions-overview) 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](https://pitch.law/academy/m-and-a-due-diligence-what-to-expect) and [IP in due diligence](https://pitch.law/academy/ip-due-diligence-guide). 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](https://pitch.law/technologies/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](https://pitch.law/technologies/contract-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](https://pitch.law/technologies/portfolio-renewals) 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](https://pitch.law/academy/transitional-services-agreement-after-an-m-a-deal). 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](https://pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know). ## 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](https://pitch.law/schedule) or [contact us](https://pitch.law/contact-us). ## In short - Share or asset deal, structured around tax, liabilities and consents - Buy-side and sell-side due diligence, IP and data included - A data room with a logged Q\&A process - Warranties, indemnities and disclosure schedules negotiated - Sanctions and AML checks on the counterparty ## Technology we use - [Technology](https://pitch.law/technologies/data-room) ### [Data Room and Due Diligence](https://pitch.law/technologies/data-room) [One controlled environment for M\&A due diligence, RFI and RFP processes, one-off reviews and recurring scans, with lawyers checking what comes out.](https://pitch.law/technologies/data-room) - [Technology](https://pitch.law/technologies/contract-studio) ### [Document Studio](https://pitch.law/technologies/contract-studio) [Our Document Studio drafts and analyses legal documents in a secure, on-premise environment, and keeps the documents behind your matters up to date as new data comes in and procedural steps fall due.](https://pitch.law/technologies/contract-studio) - [Technology](https://pitch.law/technologies/portfolio-renewals) ### [IP Portfolio, Renewals and Deadlines](https://pitch.law/technologies/portfolio-renewals) [Your trademarks, designs, domain names and patents in one view, with deadlines docketed, renewals batched and every computed date confirmed by a person.](https://pitch.law/technologies/portfolio-renewals) - [Technology](https://pitch.law/technologies/clause-library-risk-review) ### [Contract Review](https://pitch.law/technologies/clause-library-risk-review) [Send us the contract the other side drafted and we check it clause by clause against our playbook, with a risk ranking an attorney has verified.](https://pitch.law/technologies/clause-library-risk-review) ## Background reading - [Academy](https://pitch.law/academy/m-and-a-due-diligence-what-to-expect) ### [M\&A Due Diligence: What to Expect](https://pitch.law/academy/m-and-a-due-diligence-what-to-expect) [What a due diligence review covers in a share or asset deal in the EU, how the process runs, and how the findings turn into price, warranties and conditions.](https://pitch.law/academy/m-and-a-due-diligence-what-to-expect) - [Academy](https://pitch.law/academy/ip-due-diligence-guide) ### [IP in Due Diligence](https://pitch.law/academy/ip-due-diligence-guide) [What a buyer or investor checks about a company's intellectual property, why chain of title is the most common problem, and how a seller can prepare.](https://pitch.law/academy/ip-due-diligence-guide) - [Academy](https://pitch.law/academy/mergers-acquisitions-overview) ### [M\&A for Growing Businesses](https://pitch.law/academy/mergers-acquisitions-overview) [A practical walk through an M\&A deal, share or asset deal, price mechanisms, warranties, change of control and getting from signing to closing.](https://pitch.law/academy/mergers-acquisitions-overview) - [Academy](https://pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) ### [Transitional Services Agreements](https://pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) [What a transitional services agreement covers, the terms that decide whether the handover runs smoothly, and how to plan the exit from the start.](https://pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) - [Academy](https://pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) ### [Sanctions Screening and Anti-Money Laundering](https://pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) [What EU sanctions and anti-money-laundering rules require from businesses, who must identify beneficial owners, and how screening works in practice.](https://pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) ## More in Corporate and M\&A - ### [Incorporate a Company in Belgium](https://pitch.law/solutions/incorporation) [Setting up a Belgian company means choosing the right form, a sound financial plan, articles and a shareholders' agreement, and making sure the company owns the IP behind the business. We prepare everything and work with your notary.](https://pitch.law/solutions/incorporation) - ### [Management Agreement](https://pitch.law/solutions/management-agreement) [A director or manager who works through a management company or as a self-employed person needs an agreement that holds up as a mandate and not as employment. We draft it around the law that applies, the company's IP and a clean exit.](https://pitch.law/solutions/management-agreement) - ### [Shareholders' Agreement](https://pitch.law/solutions/shareholders-agreement) [A shareholders' agreement sets out how the owners run the company, who may sell to whom and what happens when they disagree. We draft it with the articles of association, and make sure the IP stays in the company.](https://pitch.law/solutions/shareholders-agreement) - ### [Valuation](https://pitch.law/solutions/valuation) [A price for a company or its IP is only as good as the rights behind it. We supply the legal, IP and tax input that makes a valuation stand, whether it serves a funding round, a contribution in kind, a transfer or an exit.](https://pitch.law/solutions/valuation) - ### [Funding](https://pitch.law/solutions/funding) [Before investors put money in, they want to see clean IP, clean records and clean contracts. We get you ready for the round, then do the legal work through to closing.](https://pitch.law/solutions/funding) ## Let’s talk Tell us what you’re working on. We’ll get the right person on it and reply within one business day. The first chat is free. [Schedule a meeting](https://pitch.law/schedule)