Ownership, Valuation and Shareholder Arrangements
One of the most sensitive aspects of a strategic merger is determining how ownership and control will be divided.
We advise on negotiating ownership percentages, share classes, voting rights, reserved matters and arrangements for future capital contributions.
Where shareholders will remain involved in the combined business, we also consider restrictions on share transfers, exit provisions and mechanisms for resolving disagreements.
The objective is to establish clear arrangements that reflect the commercial agreement between the parties and reduce the potential for future disputes.
Corporate Governance Following a Merger
A merger changes more than the ownership structure of a business. It can also change who makes decisions and how competing commercial interests are managed.
Governance arrangements are particularly important where two previously independent shareholder groups will continue to exercise influence.
Our lawyers advise on:
- Board composition and appointment rights
- Directors’ responsibilities
- Shareholder voting arrangements
- Reserved matters requiring additional approval
- Management responsibilities
- Dividend and distribution policies
- Deadlock resolution mechanisms
- Future investment and exit arrangements
We work with clients to develop governance structures that support effective decision making while protecting the legitimate interests of different shareholder groups.
Legal Due Diligence and Merger Documentation
Before combining businesses, each party needs to understand the legal position of the other.
This is particularly important where both shareholder groups will retain an economic interest in the combined organisation.
Legal due diligence may identify contractual restrictions, outstanding liabilities, ownership issues or regulatory requirements that affect the proposed merger.
Our corporate team coordinates due diligence and advises on how significant findings should be addressed through the transaction structure and documentation.
Depending on the merger, we prepare and negotiate share exchange agreements, purchase agreements, shareholders agreements, amended articles of association and corporate approvals.
We also work with other professional advisers to coordinate financing, tax and accounting considerations.
Cross-Border Strategic Mergers
Strategic mergers increasingly involve businesses operating in different jurisdictions.
A UK company may combine with an overseas business to access international customers, distribution networks or specialist expertise.
Equally, an international group may seek to combine its UK operations with an established domestic business.
These transactions require particular attention to corporate structures, applicable company laws, regulatory approvals and the coordination of legal advisers.
Our strategic mergers lawyers advise on the UK legal aspects of international corporate combinations, working alongside overseas counsel where local advice is required.
We help clients coordinate the transaction across jurisdictions while maintaining a clear understanding of the proposed ownership and governance arrangements.
Managing the Legal Challenges of Business Integration
Completing a merger is an important milestone, but the combined business must also be able to operate effectively afterwards.
Integration can involve consolidating group companies, aligning employment arrangements, reviewing commercial contracts and reorganising intellectual property or other assets.
There may also be regulatory or competition law considerations, depending on the businesses involved.
We work with clients and specialist advisers to identify legal integration requirements early, rather than treating them as issues to address only after completion.
Our focus is on ensuring that the transaction documents and corporate arrangements provide a workable framework for the combined business.