Legal Due Diligence
Nobody likes nasty surprises, particularly in business, which is why due diligence has developed as a necessary prerequisite for commercial transactions where it is vital that you know what you are letting yourself in for before you commit to proceed.
This includes high risk transactions, such as mergers and acquisitions, joint ventures and capital investments, where it imperative for would-be purchasers and financial backers to have access to comprehensive information regarding the commercial, financial and legal affairs of a target business before they agree to sign off on a deal or move to finalize terms.
At IMD Solicitors, we have a team of corporate lawyers spread across offices in the UK and Europe who are able to guide you though the legal aspects of the due diligence process and to support you as you assess the value of a proposed transaction versus its actual or likely risk profile.
We can assist whether the target business is domestic or international and whether you wish us to work alone or in conjunction with accountants, tax advisors or IT specialists.
We have broad sector experience and particular expertise in project managing the due diligence process in transactions with a international or cross-border dimension.
In most cases we can act for you on a fixed fee basis and work to a pre-agreed deadline.
How we can help
Our service includes:
- negotiating the terms of a non-disclosure agreement to ensure that anything revealed during the due diligence process remains private and confidential;
- creating a list of questions to be included in a due diligence questionnaire to illicit the information you will need to make an informed decision about whether acquiring, investing in or working alongside the target make good commercial sense and to flush out any issue which may be a possible cause for concern;
- working with the target to agree how answers to questions should be provided and if supporting documents should be produced via a physical file or online data room;
- meeting with the target ' s senior management team to conduct face-to-face inquiries;
- reviewing the information required and appraising you of our findings;
- highlighting any matters which require further investigation or which could pose a risk to your interests if the transaction were to proceed without them being addressed;
- suggesting ways in which non-avoidable risks can be managed and mitigated, including through the giving of warranties and indemnities by the target; and
- renegotiating any terms tat may have already been agreed in-principle, including the price or investment amount, where this is appropriate in light of what has been revealed.
Among the legal matters we will consider are:
- corporate governance and compliance arrangements, including those detailed in a shareholders agreement or a target company’s articles of association;
- employment arrangements, including the terms and conditions on which employees and directors are retained;
- commercial contract arrangements with customers and suppliers;
- the terms and conditions on which any licences have been taken or granted;
- ownership of intellectual property rights and arrangements to ensure intellectual property protection;
- processes and procedures for ensuring compliance with data protections laws and other regulatory requirements;
- known or anticipated disputes, including shareholder disputes, director disputes, employment disputes, contractual disputes and intellectual property disputes;
- any competition or anti-trust concerns that may have been raised; and
- any live or ongoing litigation.
Why choose us?
Our corporate lawyers have a thorough understanding of the due diligence process and an acute appreciation of the insight you will need to make an informed decision about the wisdom of proceeding with the transaction that has been proposed.
We know from experience what needs to be investigated and the likely risk areas that will require careful probing and review.
We also know when an issue revealed during the due diligence process can be overcome or successfully managed and when it poses a real problem which may mean that the most commercially sensible thing to do is to withdraw from negotiations and walk away.
The service we have created is designed to be tailored to your needs and to take account of the desirability of ensuring that the time, money and effort collectively devoted to due diligence is commensurate with the value, complexity and importance of the deal being floated.