Mergers & Acquisitions (including takeovers)
We have extensive experience of advising corporate clients in relation to mergers, acquisitions and disposals, as well as in a restructuring context. Our industry focus and the know-how gathered through a long history of international transactions are the foundations of our highly-regarded service. Our objective is always to add value by drawing on our practical experience of our clients' businesses and the transaction process to foresee and minimise any potential issues which may arise, and to facilitate the achievement of our clients' goals in a timely manner.
Our specialist transaction lawyers are highly skilled, not only in the relevant technical issues and in the presentation and support of our client's interests, but also in project-managing the legal and documentation process through all stages. We understand the commercial and financial context for a deal, and can therefore better help our clients achieve their goals. This will include planning the tax and commercial aspects of the acquisition or sale, in-depth due diligence reviews, contract structuring and negotiation through to post-completion integration. We frequently coordinate the input of specialist advice from other lawyers within the firm on an integrated cross-border basis which, as a full-service international firm, Taylor Wessing is well placed to deliver.
Our services include:
Planning
We are always aware that, although our involvement as lawyers is most intense during the transaction process, our clients live with the consequences of their decisions on a daily basis. As such, we recognise that key to the success of any transaction is proper planning at an early stage, both in relation to the transaction process itself and also to ongoing integration issues.
When requested, therefore, we give considered input during the planning stage to ensure that the legal process supports and furthers our clients' commercial objectives both in the short and longer terms. As a part of our service, we help to ensure that the preliminary 'heads of terms' or 'letter of intent' covers appropriate issues in sufficient detail in the context of the specific transaction and the anticipated negotiations.
Due diligence
We have extensive experience in due diligence investigations across a wide variety of industry sectors, maintaining our focus on the individual requirements of our client and the material areas of concern in the context of each individual target. Often this involves assembling a team of relevant specialists, possibly working in a number of different jurisdictions. We have at our command a large enough international team to provide the right corporate and specialist advice, sometimes at very short notice.
Our experience in hi-tech sectors such as software or biotechnology, with lawyers on hand with relevant academic or industry expertise in such fields, means we are well placed to appreciate the potential commercial implications of information or documentation reviewed by us and to deliver value-added legal advice accordingly.
Tax structuring
The design and effective implementation of an efficient tax structure is central to the success of many transactions, and we have developed a core of expertise in this field which enables us to provide first-class solutions to our clients which help to meet their wider strategic objectives.
Our services may take the form of complementary input alongside our client's international tax adviser; alternatively, we may take the lead role in advising our client on the appropriate tax structure.
Public takeovers
Our specialist lawyers advise on the additional regulatory requirements and market practices in the relevant jurisdiction that arise in the context of proposed acquisitions of publicly-listed companies.
We have wide experience in advising on the implementation of take-over strategies in the light of rules which, for example, aim to ensure transparency and fairness between shareholders. In this context, it is essential that any offer document (or similar publicly available documentation) is prepared to an exacting standard, and we advise directors and others of their responsibilities and liabilities in this regard.
Employee issues
Employee issues are invariably of critical significance in any corporate transaction. Our specialist lawyers are called on to advise in relation to all types of employee-related matters, including executives' service and incentive arrangements, non-compete restrictions, redundancy negotiations and the application of the European Acquired Rights Directive in relevant cases.