Over half of M&A transactions have a completion accounts mechanism, whereby the purchase price is arrived at by reference to the Target’s net asset value (“NAV”) as at completion. The purchase price is adjusted after completion to reflect the actual net assets of...

Definitions: Is every definition self-explanatory? Is there any doubt about the meaning of words? Do all parties use the same words to mean the same thing (e.g., do management accounts include a balance sheet or cash flow statement)? Are there definitions elsewhere in...

Contingent consideration and non-cash consideration are increasingly popular mechanisms both for closing deals, bridging a gap in price expectations, and addressing potential risks in post-deal performance. Contingent consideration can take many different forms: An...

Determine Acquisition Strategy Identify and define acquisition criteria and strategic rationale Identify potential targets (or acquirers) Approach (or receive approaches) targets or their advisors Phase One Sign non-disclosure agreement(s) (NDAs) Review high-level...

M&A can be rapidly implemented, and its benefits are quickly seen, whereas organic growth can often be slower, unproven, and requires significant time/costs. M&A is often centred upon strategic rationale by an acquirer based upon multiple factors, such as:...