Mergers and Acquisitions

D’Andrea & Partners provides comprehensive guidance to clients on a wide range of corporate matters. From internal affairs to business operations, commercial, and investment transactions, our legal experts are well-versed in navigating the complexities of corporate law.

Our seasoned attorneys possess extensive experience in advising on the establishment of business entities and restructuring of existing ones, including joint ventures, wholly foreign-owned enterprises, and representative/branch offices in various emerging countries/regions, such as China, India, Vietnam, Italy, the UAE, Hong Kong, and other growing economies worldwide.

We pride ourselves on our ability to guide clients through the entire process of obtaining the necessary licenses and registrations to operate in their selected market, while also providing assistance with relevant authorities. This ensures a seamless transaction, minimizes legal risks, and guarantees compliance with regulatory requirements.

Drawing from our expertise in Mergers & Acquisitions (M&A), we offer our clients comprehensive solutions from the initial stage of M&A proceedings to post-incorporation of the M&A. We help investors seeking ownership interests in existing companies, by undertaking legal due diligence, preparing share purchase agreements, accompanying and representing clients in negotiations, and advising on relevant legal issues.

Some examples of our services in this area include the following:

Pre-M&A

• Scouting Potential Targets: Identifying and evaluating potential acquisition targets or strategic partners that align with the company’s objectives;
• Drafting Corporate Charts and Agreements: Creating corporate charts and developing joint venture/shareholders agreements to outline the structure and terms of the proposed contracts;
• Legal Opinion on Corporate Matters: Offering legal opinions on corporate by-laws, governance policies, and regulatory compliance matters to ensure legal soundness;
• Conducting Due Diligence: Overseeing and performing a comprehensive due diligence process, including investigation into the target company’s legal and regulatory compliance, potential liabilities, and other pertinent legal issues that may arise during the M&A;
• Preparing Due Diligence Reports: Compiling detailed due diligence reports summarizing the findings of the investigation for informed decision-making;
• Negotiating and Drafting Agreements: Negotiating and drafting agreements for the acquisition of equity and assets, covering all legal aspects during the initial stages of the project;
• Providing Legal Advice on Financial Issues: Providing legal advice on laws pertaining to private equity, venture capital, initial public offerings (IPOs), stock options, and other financial aspects related to the M&A process.

During the M&A Process

• Negotiating and Drafting Agreements: Drafting essential agreements necessary for M&A, including the purchase agreement, share purchase agreement, and ancillary agreements crucial to the transaction;
• Deal Structuring: Designing the deal’s structure to align with the objectives of the involved parties while ensuring it remains advantageous to them;
• Compliance with Regulations: Ensuring strict adherence to all national and local regulations, as well as securities laws, throughout the M&A process to maintain legality and transparency;
• Handling Deal Closure: Overseeing the closure of the deal by ensuring all parties fulfill their obligations, all requisite documents are signed, and the transition is smooth and legally sound.

Post-incorporation M&A

• Reviewing Internal Documents: Examining the internal documents of the company to ensure compliance and alignment with the new structure;
• Assisting in Staff Training: Providing support in training new local staff members to ensure a smooth transition and integration process;
• Advising on Post-Closing Integration: Offering guidance on post-closing integration matters, such as governance and management structure adjustments for the company to operate efficiently;
• Assisting with Corporate Restructuring: Supporting the restructuring of the target company’s corporate framework, which includes acquiring assets and liabilities to optimize operational efficiency;
• Negotiating and Drafting Agreements: Handling the negotiation and drafting of agreements for the acquisition of equity and assets, covering all legal aspects during the exit stage of the project;
• Advising on Intellectual Property (IP) Issues: Providing counsel on intellectual property matters, such as transfers, licenses, and protection strategies, to safeguard the company’s valuable IP assets post-acquisition.