By Robert Thompson, Ward Hadaway LLP
Prior to the Covid pandemic, dealmaking processes had been gently evolving in line with improvements in technology, but a significant part of the process still relied on people reviewing and exchanging actual paperwork, conducting inperson meetings (often with a fair bit of travel involved) whether for presentations, negotiations, due diligence, or actual closings, and also on significant printing and scanning of legal documents. Virtual data rooms (VDRs), while gaining in popularity, were still in their infancy in terms of functionality and sophistication.
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By Gabriele Borghi, Baldi & Partners Avvocati e Commercialisti
The attention to national and EU data-protection legislation has currently become increasingly (and incessantly) relevant in the evaluation process of a corporate acquisition transaction, since it is aimed at eliminating – or rather, reducing – the risk for the potential purchaser to be subject to the application, by the competent Supervisory Authority, of considerable administrative sanctions under art. 83 of the GDPR, or to run into considerable management (and advisory) expenses in order to adapt the newly acquired company to the aforementioned legislation: therefore, the execution, during the due diligence process, of a thorough investigation of the adequacy of the so-called target company, is of crucial importance.
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By Kristina Ikayeva, Nektorov, Saveliev & Partners
The COVID-19 pandemic and the unprecedented restrictive measures introduced by the Russian government to combat the virus have had, and continue to have, a significant impact on various aspects of business. M&A transactions are certainly not an exception to this.
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By Roberto M. Cagnazzo, Studio Tributario Cagnazzo
Non-residents who want to invest in Italy have the following two options to carry out the transaction:
- asset deal: the investor identifies the company but does not buy the legal entity, he just buys the business he wants;
- share deal: the investor identifies the company and buys the legal entity.
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By Diane Walsh, Prager Metis International LLC
The business world is rapidly evolving. Industries across the globe are experiencing increased competition, aging workforces, and regulatory shifts that are leading to consolidation. Many of these consolidations occur through mergers and acquisitions. On the surface, it may look like marketers do not and should not participate in this process. However, owning a seat on the merger team is actually one of the most important responsibilities a marketer can have. The strategic perspective that marketers bring to the discussion table is critical to a successful venture.
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By Jeroen Kruithof, Virtual Vaults
Cybercrime is a rapidly growing threat that is impacting more and more companies. It is generally known that cybercrime can cause reputational damage due to the loss of intellectual property. On the other hand, cybercrime can cause personal data breaches, which could result in serious fines for the company.
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By Luc Keltjens, Marktlink Fusies & Overnames B.V.
With a lot of ‘dry powder’ available by private equity firms, a relatively new type of M&A transaction is gaining popularity in the Netherlands and Europe’s midmarket: the entrepreneurial pre-exit. This type of transaction provides serious business opportunities for financial and legal advisors to benefit from long-term relationships with clients and create recurring business for several years.
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By Bart Steenmeijer, Marktlink Fusies & Overnames B.V.
Due diligence is a much-feared subject in business acquisitions. Many entrepreneurs believe that buyers are looking for a pretext to considerably lower the purchase price or wriggle out of the deal. Marktlink has investigated whether they are right. The result? Of 25 reviewed acquisitions in 2016, 24 were continued after signing the letter of intent. In 38% of these cases, the purchase price was slightly adjusted.
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By Michael Mercurio Esq., Offit Kurman
For buyers and sellers alike, due diligence is often what makes or breaks a mergers and acquisitions (“M&A”) transaction. Now that you have agreed to the prospective buyer’s expectations, as outlined in a letter of intent (“LOI”) or term sheet, it is time for both parties to get serious about pursuing the deal. For your buyer, this means a rigorous investigation of your business. For you, this means accommodating your buyers’ requests, and preparing your records as thoroughly as possible (which hopefully are in good order, as you have ideally performed a self-audit of your business prior to going to market).
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By Michael Mercurio Esq., Offit Kurman
If a mergers and acquisitions (M&A) transaction is analogized to a baseball game, negotiations are the seventh-inning stretch. For seller and buyer alike, this process is a potentially thorny and grueling one, as both sides are often pursuing opposite agendas: You want to sell your business at the highest price along with the best terms possible, while your buyer aims to bring purchase your business for the fewest dollars possible and achieve their ideal purchasing terms.
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