M&A transaction support
The full deal cycle: structuring, due diligence, drafting and negotiating the SPA/APA, reps & warranties, price adjustment mechanisms, closing. Our lawyers act for both sellers and buyers, in domestic and cross-border deals.
Why PROCTOR
A successful M&A deal is not only a signed contract but a legally safe transfer of control over a business that rules out hidden risks for the new owner. That is why the PROCTOR team supports every transaction comprehensively, analysing not only the legal side of the deal but also the corporate structure, financial risks, tax consequences, regulatory restrictions, contractual obligations, litigation and potential criminal law risks.
We act for both sellers and buyers, building balanced mechanisms for the transfer of assets, of corporate control and of the liability of the parties.
We pay particular attention to Representations & Warranties, to indemnity mechanisms, deferred payments (Earn-out), the protection of investments and the minimisation of post-transaction disputes.
Our goal is to make sure that after closing the client receives not only corporate rights but a predictable, legally protected business.
How we run the deal
The path from the first conversation about a sale to the day control over the business passes to the buyer.
01
The side and the goal
We establish whether we act for the seller or the buyer, and what a good closing means for the client: price, timing, keeping the team, release from obligations.
02
Structure of the transaction
We choose the model: a sale of shares, a sale of assets or a staged entry. We compare the tax consequences and the need for merger clearance or other regulatory approvals.
03
The pre-deal review
We run or read the due diligence and carry the risks found into the price, the warranties and the deferred payments. The client sees exactly what is being bought.
04
The SPA and related documents
We draft and agree the sale and purchase agreement, the reps and warranties, the price adjustment mechanism, the escrow agreement and the shareholders' agreement of the new owners.
05
Signing and closing
We satisfy the closing conditions: approvals, settlements, transfer of corporate rights, change of management and registration. We compile the list of conditions met.
06
The period after closing
We handle the earn-out, the warranty claims and the integration of the acquired company until the liability periods of the parties under the contract expire.
Ways we work on a deal
The format is chosen by the size of the deal and by how much of the work the client runs with an in-house team.
Review of the deal structure
An examination of the model proposed by the other side: where the risk for the client sits and which clauses need changing. A written opinion with mark-ups to the text.
Support for one transaction
Running the deal from structuring to closing: the review, the contracts, the negotiations, regulatory approvals and registration of the transfer of corporate rights.
A team on the deal
Corporate, tax and litigation lawyers work on the transaction together, including preparing the business for sale and support after closing.