Legal due diligence, legal deal structuring & documentation

In an M&A process, any responsible management will require a comprehensive assessment of the possible legal risks related to the corporate status, assets, contracts, securities, intellectual property etc. of the target company concerned.

The ideal structuring of the transaction, whether pre-deal or post-deal, depends in numerous deals not only on financial and tax considerations but also on legal matters. In addition, the implementation of the ideal transaction structure often requires complex corporate legal documentation.

The negotiation of the transaction will in most cases require the intervention of a legal expert as numerous legal pitfalls need to be tackled as early as at the negotiation table. The drafting of the transaction contracts and related documents cannot be done without the special attention from a business-minded lawyer.

If this is your situation

• You are contemplating an M&A transaction such as selling or acquiring a Belgian company or business (division), entering into a joint venture, acquiring a minority/majority interest or forming a strategic alliance.
• You are considering re-organizing your internal group organization or business model and wish to streamline it also from a legal viewpoint.
• You wish to assess the material legal risks relating to an M&A transaction or internal restructuring.
• You need legal expertise at the negotiation table and for the drafting of the transactional or restructuring documentation, duly aligning on the financial and tax considerations.

How PwC can help you

• We can assist you in the contractual domain for the full transaction cycle, from negotiating to drafting the letter of intent/confidentiality and exclusivity agreements/the share purchase agreement (SPA)/the representations and warranties, etc.
• We can perform a full legal due diligence resulting in an assessment of the main risks and provide potential solutions that reduce the risk.
• We can reduce your M&A administrative burden by setting up and managing a legal data room.
• We can advise you on the legal aspects of the deal structuring and handle its legal implementation, including carve-outs, (de)mergers, cash extraction mechanisms (e.g. “equity strip”), and putting in place intra-group agreements.
• We can assist/organize the closing of the deal and advise during the post-deal phase (e.g. advise on enforcement of indemnities for breach of representations and warranties or price adjustment mechanisms; action aimed at minimizing or curtailing the tax, legal, labour or other risks detected in the due diligence).
• We can assist you with the preparation of all board room and shareholders decisions in a view of post-acquisition restructurings.