A company can grow in various ways: a company acquires another, for example through an acquisition of shares or assets, management buyout or two companies merging. We then speak of Mergers and Acquisitions (M&A). Mergers & Acquisitions are an essential part of corporate law practice.

Every transaction is different, but in general, the acquisition process starts with exploratory talks, the conclusion of a non-disclosure agreement (NDA), the provision of an information memorandum and negotiations. Then the letter of intent is prepared. When drawing up the letter of intent, it is important that parties realise that the other party may interpret this document differently. The agreements it contains are of great importance for the further process. Indeed, the agreement of intent may already be sufficiently binding for entering into the final purchase agreement. In a transaction such as this, careful legal preparation is therefore very important, including conducting a thorough due diligence. If, during this investigation, negative aspects emerge with which the buyer was not familiar, the previously agreed purchase price can be changed, for example, or an indemnity can be included in the final purchase agreement. After completion of the due diligence, the final arrangements are laid down in a purchase agreement relating to the assets or shares.

The time may come when you decide to transfer your company. Alternatively, you may actually want to go on an acquisition path. Of course, you will not make this move hastily; after all, these are often one-off decisions. Our corporate lawyers can guide you through the entire acquisition process, from start to finish, both for buyers and sellers. We can also assist you in entering into financing schemes, management buy-outs or just management buy-ins, joint ventures or participations, nationally and – partly through our international network of law firms.
As every transaction is tailor-made, together we ensure that you choose the right form of sale (transfer of shares or assets and liabilities) and that the necessary documents are in order. From the non-disclosure agreement, letter of intent or term sheet, conducting (due diligence) investigations, drafting the final sale agreement, warranties, indemnities, vendor loan agreement, signing protocol, SER notification, handling any post-closing disputes, closing documents to the final transfer for signature at the notary. Moreover, we can quickly and efficiently connect with specialised civil-law notaries who can handle the necessary formalities for you.

Selling or buying (part of) a company is a specialised process. Important decisions need to be made and negotiations are a crucial part of it. Negotiations include price, personnel and other conditions. Therefore, seek the best possible advice from an experienced mergers & acquisitions lawyer.

Our lawyers are experienced in this particular field. In addition, they have contacts with accountants, tax specialists and civil-law notaries, ensuring short lines of communication and efficient contacts. Our experienced M&A lawyers can assist you throughout the entire process. From the moment you decide to sell or buy (part of) your company to the signing of documents at the notary. Of course, our M&A lawyers ensure that all documents are in perfect order. They stand at your side, represents your interests throughout the process and never lose sight of the emotional side of selling or buying a company. Both for the entrepreneur and the personnel. Also afterwards, our lawyers remain involved as sparring partners or advisers.

Mergers and acquisitions involve negotiations on, for example, the purchase price. What is a realistic sum? How will the purchase price be financed and which parties can help? Specific questions often arise when there is a change of financier or a second financier. When it comes to taxation, we liaise with the best cooperation partners such as accountants, tax consultants and corporate finance advisers with whom we have excellent contacts. We can also help you quickly internationally thanks to our large international network of which we are part. TEN Advocaten has been part of The European Network of Law Firms for many years. This international network of law firms allows us to serve our clients better, also outside the Netherlands. You can read more about our cooperation with The European Network of Law Firms here.

Together with our lawyers, we ensure that the company acquisition is managed properly and you provided with honest advice.

When buying or selling (part of) a company, it is important that you seek sound advice and have agreements properly documented to minimise the likelihood of later disputes between the parties. With good reason, our slogan is “One thing is certain: life is full of surprises”. Our lawyers are dedicated to avoiding any unpleasant surprises for you. They will map out all legal aspects for you, speak plain language and take a practical approach. They provide the right guidance throughout the entire process.

Curious about what we can do for you? Feel free to contact one of our specialists.

TEN has an extensive team of lawyers, each with their own field of specialisation. Our extensive experience allows our lawyers to properly advise and guide you in all aspects involved in Mergers & Acquisitions.

Want to know more? Contact one of our corporate lawyers.