Area of expertise | Mergers and Acquisitions

A merger or acquisition is often a pivotal moment in the life of an entrepreneur or investor. It represents the fruition of hard work or a smart investment, or it marks the beginning of a new adventure. Financial stakes are usually high in such transactions. The acquisition of a company can be structured in three main ways: through a business merger, a share merger, or a legal merger. Each of these methods has its own set of advantages and disadvantages. The common factor is that these transactions are typically complex and require extensive legal involvement. Meanwhile, business operations continue as usual, and it is essential to ensure that both the deal and ongoing operations are managed seamlessly. Our team guides clients through every step of the process, offering strategic and legal expertise to ensure a successful and smooth transaction.

• Preliminary Discussions
• Drafting and Signing of a Non-Disclosure Agreement (NDA)
• Preparation of a Sales Memorandum
• Negotiations and Signing of a Letter of Intent (LOI)
• Conducting Due Diligence
• Negotiations and Finalization of the Purchase Agreement
• The Actual Transfer of Shares

Navigating these stages correctly from a legal perspective is crucial for the success of the transaction. Legal expertise at each step is invaluable, and having a specialized lawyer to guide you through the process ensures that all aspects are handled properly. Thuis Partners has the specialized knowledge and experience necessary to support you throughout the entire acquisition process.

• Verkennende besprekingen
• Het opstellen en aangaan van een geheimhoudingsovereenkomst
• Het samenstellen van een verkoopmemorandum
• Onderhandelingen over en aangaan van een intentieovereenkomst
• Het verrichten van een due diligence-onderzoek
• Onderhandelingen over en aangaan van de koopovereenkomst
• De daadwerkelijke levering van de aandelen

Het op (juridisch) juiste wijze doorlopen van deze fases is van significant belang. Bijstand door een gespecialiseerde advocaat is dan van onschatbare waarde. Die specialistische kennis en ervaring heeft Thuis Partners in huis.

In a business merger, the assets and liabilities of the company are transferred to the buyer. The advantage of this approach is that the buyer can “cherry-pick” the most attractive parts of the business, selecting only the assets and liabilities they want to acquire. However, a major disadvantage is that each asset or liability must be transferred individually according to the applicable rules, and some assets may not be transferable. Additionally, there are legal requirements governing the transfer of employees, where, under certain conditions, employees automatically transfer to the buyer as part of the transaction. These employees cannot be excluded from the transfer. Given these complexities, legal assistance is essential to ensure compliance with all applicable rules and regulations, making legal support not just advisable, but crucial.

In a share merger, the seller’s shares in a company (which is always a legal entity) are transferred to the buyer. The buyer assumes all the assets and liabilities of the acquired company. The advantage of a share merger is its simplicity: only the shares are transferred, and as a result, “everything” is transferred at once, including employees, contracts, and permits. However, the downside is that the buyer also inherits the company’s history: potential claims from the past could surface in the future. Therefore, it is crucial to conduct a thorough due diligence investigation and establish clear agreements on risk allocation through warranties and indemnities. Our mergers and acquisitions specialists are experienced in negotiating these types of transactions and are typically able to reach a favorable negotiated solution for all parties involved.

In a legal merger, two companies (always legal entities) are combined into one of the existing companies or into a newly created entity (referred to as the “acquiring company”). The assets of the merging companies are transferred to the acquiring company, and the shareholders of the merging companies become shareholders of the acquiring company in an agreed-upon ratio. The advantages of a legal merger are similar to those of a share merger: essentially, all assets and liabilities are transferred “at once.” However, the downside is that a legal merger follows a statutory procedure with many rules and formalities. This makes the process relatively costly and time-consuming. Successfully navigating a merger of this kind is nearly impossible without the expertise of a specialist lawyer. Our team of legal merger experts ensures that the process is handled efficiently, adhering to all legal requirements while maximizing the benefits for our clients.