Acquisitions

Acquisitions can be conducted in several ways and professional advice is important. Some companies’ intension is to be acquired and, in such cases, preparation is the key to success, i.e. exit readiness. This may entail clarifying the company structure and/or be aware of standard documentation required in an acquisition and so on. Some companies perform a vendor’s due diligence to prepare for a possible acquisition which includes a data room for potential buyers.

When an acquisition object is identified, the buyer usually performs a due diligence to examine legal, tax and VAT, financial and technical matters. RSM can assist with due diligence in tax, financial and legal matters in smaller transactions. When performing a due diligence, it is wise to consider alternative transactions, such as buying the company (typically when buying shares in the company), buying the business (asset sale) or merging with the company.

The next step is the contract negotiations, which result in a share purchase agreement (SPA) or an asset purchase agreement (APA), or possibly a merger plan. In many cases the shareholders will form a shareholders' agreement to regulate matters between the stockholders that are not included in the company's articles of association.

An acquisition is a comprehensive process and involves several issues that needs to be thoroughly examined. RSM Advokatfirma has broad experience with assisting both parties (buyer and seller) in such a process.

We can assist with:

• Preparations for sale (exit readiness)
• Buyers due diligence
• Vendors due diligence
• Select transaction type
• Contract negotiations
• Draft share purchase agreements (SPA)
• Draft asset purchase agreements (APA)
• Shareholders' agreements
• Draft company documents following company changes
• Report company changes to the Register of Business Enterprises
• Tax reporting
• Accounting
• Labour law in connection with acquisitions