M&A and Due Diligence

The question

You are selling your company, buying one, or merging with a partner. You need to know what exactly is changing hands, which risks come with it, who carries them after completion, and what has to happen before the deal can close. If the target depends on IP or data, you also need to know whether it owns what it says it owns.

The answers come from a structured review, usually called due diligence, followed by negotiation of the transaction documents. How the deal is built, as a share deal or an asset deal, determines which liabilities move with it. Our overview of M&A for growing businesses walks through those choices.

Clients come to us in several situations: founders who are approached by a buyer, a group that wants to acquire a competitor or a supplier, a company that prepares an exit in the next year, or an investor taking a significant stake. The earlier we are involved, the more of the findings can be corrected before they affect the price.

Our approach

For a buyer, we plan the review around the target's actual risk profile. Corporate records, key contracts and change-of-control clauses, employment, litigation, regulatory and data protection compliance are standard. Where IP matters, we go further: ownership and chain of title, registrations and gaps, licences in and out. See what to expect in M&A due diligence and IP in due diligence.

For a seller, we run the review first on your own side, so that defects are cured before a buyer finds them. Missing assignments from founders or contractors, unsigned contracts and unclear cap tables are cheap to fix early and expensive to fix mid-deal.

We run the process in a data room with an index, controlled access and a logged question-and-answer process, which keeps answers consistent and gives the seller a clean record for the disclosure schedules. Contracts in the data room are reviewed with our contract review technology, which checks them against the firm's playbook and flags issues per clause, such as change of control, assignment or termination, for a lawyer to assess. For the IP side, our portfolio platform lists the registered rights, their status and the upcoming deadlines.

We then turn findings into contract terms: price mechanisms such as escrows, earn-outs and adjustments, warranties and indemnities, conditions precedent, and the disclosure schedules that qualify the warranties. Where the seller must keep supporting the business after closing, we draft a transitional services agreement.

Counterparty checks belong in the same workflow. EU anti-money-laundering rules, the registers of ultimate beneficial owners and EU sanctions lists all require that you know who sits behind a counterparty. See our note on sanctions screening and anti-money laundering.

The review is organised in workstreams: corporate, contracts, employment, IP, data protection and litigation. Each has a named lawyer and a list of questions. Our technology gathers the documents, reads contracts against the playbook and lists the registered IP, but every finding is assessed and rated by a lawyer before it reaches you. We distinguish what must be fixed before signing, what should be priced or indemnified and what can be left to a post-closing covenant. You receive the ratings with our reasons, and you decide how to deal with each point in the negotiation.

What you get

• A deal structure memo comparing share and asset options.
• A due diligence report with findings ranked by effect on price, warranties or conditions.
• A data room and a managed question-and-answer process.
• Negotiated transaction documents with disclosure schedules.
• A closing checklist, and post-closing agreements where needed.

A lawyer reviews every finding and every document. Tax structuring is coordinated with your tax adviser.

Take a Kortrijk engineering company whose owners receive an offer from a foreign group. In a sell-side review we find an unsigned supply agreement, a key employee with no IP clause in his contract and a trademark renewal that is overdue. We correct them, build the data room, and prepare answers to the buyer's request list with one point of contact. During the buyer's review, our technology flags two contradictory answers on the same contract, and we reconcile them before the buyer relies on either. The disclosure schedules then list only what is actually left, and the negotiation focuses on price and warranties and not on surprises.

Next step

Tell us about the transaction, your role in it and the expected timetable. We will propose a scope for the review.

Schedule a meeting or contact us.