Mergers & Acquisitions – Corporate Law
Here at Tiger Law, we deal with transactions in a meticulous and time-efficient manner without creating unnecessary paperwork and swamping you. We will talk you through everything and lead the transaction with you.
How do we work?
Well, let us tell you. At Tiger Law we have dedicated and unwavering teams dealing with all aspects of transactions:
- Corporate and commercial
- Intellectual property
- Commercial property: leasehold or freehold
We are a small but passionate and hard-working firm and we ensure that we deliver a personal, exclusive and flexible service, whilst being big enough to deliver truly excellent and exceptional results.
How can Tiger help, and how are we different?
Our driven team will be proactive and focused on advising you on the transactions that will define your future. If you are looking to expand through merger or acquisitions, we care about navigating you through.
At Tiger Law, we pride ourselves in offering solutions that come from an understanding of your objectives, as well as offering transactional expertise. We take pride in being a different kind of law firm here at Tiger Law; we offer professional service as well as being focused on protecting you and your business! We will be attentive, and we will listen.
We understand the hard work you put in to build your business and we are here to help protect it. We come from a different place and we are excited and passionate about assisting you.
Roadmap – a plan of action to help you achieve your goals
At Tiger Law we understand that you want to get business done as smoothly and efficiently as possible, so we like to leave out any unnecessary legal jargon. Trust us, it benefits us as much as it does you! To accomplish your end goal, we have set out the following plan of action to help you understand the process;
- Identify the target
- Develop acquisition strategy
- Assistance with valuation
- Negotiate and agree heads
- Due diligence
- Create purchase contract and ancillaries
As a seller, you can take a little bit more of a back seat and let the buyer do a lot of the running. With thorough pre-sale preparation, you can answer questions and review drafts with us to ensure that your sale is protected and successful.
We will assist you in navigating through complex legal matters, making us the right firm to look after you and your business. We will deal with the complexities so that you don’t have to!
Kickstarting the transaction!
Heads of Terms; also known as a “letter of intent” or “memorandum of understanding”.
This sets out the main terms of a business deal to ensure that all parties commence with a mutual understanding. Agreeing early on helps to flush out any misunderstanding early, before both parties enter into a more formal agreement.
Some aspects of the Heads will be identified as non-contractually binding, such as the shopping list that forms the deal. Other aspects will be contractually binding; such as confidentiality and an exclusivity period.
Our aim is to mitigate and alleviate risk from the beginning with complete accuracy around terms, making us the most reliable firm to protect your business.
Assets – the sale of assets essentially strips out the items that the buyer requires to continue the business
Shares – the buyer steps into the shoes of the people who previously owned the company, along with all the potential skeletons in the cupboard
Our clients usually acquire companies to increase their portfolio and create a larger market presence. Sometimes, it is with an outlook of stripping or turning around for a further sale on.
Whatever your plan is, we are here to provide quick and dependable support!
Horizontal – both businesses are in the same sector of the same industry
Vertical – the businesses are in the same industry but are at different production stages or value chain
Conglomerate – the businesses are in unrelated industries
A merger will always be aimed at producing extra value so this might be the only case where we agree that 2+2=5!
Getting to know your target: due diligence
We work closely with you and your financial advisors to obtain the correct structure for the transaction and to trouble shoot the acquisition.
Replies to due diligence is an ideal time to renegotiate, just like when your house survey comes through!
We use ‘data rooms’ and secure methods to quickly move large amounts of information around, reporting to you and your accountant and raising extra questions.
This is a key stage, and the drafting of the purchase agreement will flow directly from it.
Warranties – helping you avoid risks
Warranties and disclosures are two sides of the same coin: we will identify potential liabilities and issues within the business and we will help to mitigate loss.
The Disclosure Letter is prepared by the seller’s solicitor, and gives the seller an opportunity to make any disclosures against the warranties which the buyer will require the seller to give; every disclosure is a potential loss of opportunity to come back for the buyer.
Any dealings with warranties and disclosures is essential for your protection and we will be protective of your interests here, making us the very best firm to fight for what you need.
We work quickly to maximise your opportunity with drafting that takes into account all the work leading up to document preparation: accurate versioning, speedy reporting and on point negotiating throughout.
We are innovative and we are always look for solutions to keep deals on track. We are the breath of fresh air that you and your business need!
Our sister company: Tiger HR
If you have merged with or acquired a company with a workforce, we can offer ongoing HR support. We will know what state the handbook and employment contracts are in; we will have dealt with TUPE if applicable and formed a plan on the cultural and logistical issues around inheriting employees.
Our sister company Tiger HR is set up as a standalone HR consultancy which undercuts and outperforms the established players in the HR field.
The longer term – wealth protection
We know that you love what you do, but you do need to plan for the future.
We help business owners think about succession planning which allows for the business to think about the owners’ retirement, passing the business on to the next generation, or whatever the current owners want to achieve ‘at the other end’, so to speak.
It is vital for business owners to consider what might happen in a worst case scenario, so that their private plans form a seamless solution with their business objectives and provide for their families without conflict.
Some owners may want to pass their business on to their management team, often bit by bit. This is known as a management buy out or “MBO”, and correct planning allows the expertise and loyalty of the management team to be rewarded whilst protecting the hard work of the founders.
Whatever your objectives are, we will work closely with you and your accountant to ensure that all angles have been covered and so that you are free to focus your attention on what is important.
Please see here to understand how we work with our clients