1.

Deal structure

1.1

How are private M&A transactions typically structured in your jurisdiction?

1.2

What are the key differences and potential advantages and disadvantages of the various structures?

1.3

What factors commonly influence the choice of transaction structure?

1.4

What specific considerations should be borne in mind where the sale is structured as an auction process?

2.

Initial steps

2.1

What agreements are typically entered into during the initial preparatory stage of a private M&A transaction?

2.2

Which advisers and stakeholders are typically involved in the initial preparatory stage of a private M&A transaction?

2.3

Can the seller pay adviser costs or is this limited by rules against financial assistance or similar?

3.

Due diligence

3.1

What due diligence is typically conducted in private M&A transactions in your jurisdiction and how is it typically conducted?

3.2

What key concerns and considerations should participants in private M&A transactions bear in mind in relation to due diligence?

3.3

What kind of scope in relation to environmental, social and governance matters is typical in private M&A transactions?

4.

Corporate and regulatory approvals

4.1

What kinds of corporate and regulatory approvals must be obtained for a private M&A transaction in your jurisdiction?

4.2

Do any foreign ownership restrictions apply in your jurisdiction?

4.3

What other key concerns and considerations should participants in private M&A transactions bear in mind in relation to consents and approvals?

5.

Transaction documents

5.1

What documents are typically prepared for a private M&A transaction and who generally drafts them?

5.2

What key matters are covered in these documents?

5.3

On what basis is it decided which law will govern the relevant transaction documents?

6.

Representations and warranties

6.1

What representations and warranties are typically included in the transaction documents and what do they typically cover?

6.2

What are the typical circumstances in which the buyer may seek a specific indemnity in the transaction documentation?

6.3

What remedies are available in case of breach and what is the statutory timeframe for bringing a claim? How do these timeframes differ from the market standard position in your jurisdiction?

6.4

What limitations to liability under the transaction documents (including for representations, warranties and specific indemnities) typically apply?

6.5

What are the trends observed in respect of buyers seeking to obtain warranty and indemnity insurance in your jurisdiction?

6.6

What is the usual approach taken in your jurisdiction to ensure that a seller has sufficient substance to meet any claims by a buyer?

6.7

Do sellers in your jurisdiction often include restrictive covenants in the transaction documents? What timeframes are generally thought to be enforceable?

6.8

Where there is a gap between signing and closing, is it common to include conditions to closing, such as no material adverse change (MAC) and bring-down of warranties?

6.9

What other conditions precedent are typically included in the transaction documents?

7.

Financing

7.1

What types of consideration are typically offered in private M&A transactions in your jurisdiction?

7.2

What are the key differences and potential advantages and disadvantages of the various types of consideration?

7.3

What factors commonly influence the choice of consideration?

7.4

How is the price mechanism typically agreed between the seller and the buyer? Is a locked-box structure or completion accounts structure more common?

7.5

Is the price typically paid in full on closing or are deferred payment arrangements common?

7.6

Where a deferred payment/earn-out payment is used, what typical protections are sought by sellers (eg, post-completion veto rights)?

7.7

Do any rules on financial assistance apply in your jurisdiction, and what are their implications for private M&A transactions?

7.8

What other key concerns and considerations should participants in private M&A transactions bear in mind from a financing perspective?

8.

Deal process

8.1

How does the deal process typically unfold? What are the key milestones?

8.2

What documents are typically signed on closing? How does this typically take place?

8.3

In case of a share deal, what is the process for transferring title to shares to the buyer?

8.4

Post-closing, can the seller and/or its advisers be held liable for misleading statements, misrepresentation, omissions or similar?

8.5

What are the typical post-closing steps that need to be taken into consideration?

9.

Competition

9.1

What competition rules apply to private M&A transactions in your jurisdiction?

9.2

What key concerns and considerations should participants in private M&A transactions bear in mind from a competition perspective?

10.

Employment

10.1

What employee consultation rules apply to private M&A transactions in your jurisdiction?

10.2

What transfer rules apply to private M&A transactions in your jurisdiction?

10.3

What other protections do employees enjoy in the case of a private M&A transaction in your jurisdiction?

10.4

What is the impact of a private M&A transaction on any pension scheme of the seller?

10.5

What considerations should be made to ensure there are no concerns over the potential misclassification of employee status for any employee, worker, director, contractor or consultant of the target?

10.6

What other key concerns and considerations should participants in private M&A transactions bear in mind from an employment perspective?

11.

Data protection

11.1

What key data protection rules apply to private M&A transactions in your jurisdiction?

11.2

What other key concerns and considerations should participants in private M&A transactions bear in mind from a data protection perspective?

12.

Environment

12.1

Who bears liability for the clean-up of contaminated sites? How is liability apportioned as between the buyer and the seller in case of private M&A transactions?

12.2

What other key concerns and considerations should participants in private M&A transactions bear in mind from an environmental perspective?

13.

Tax

13.1

What taxes are payable on private M&A transactions in your jurisdiction? Do any exemptions apply?

13.2

What other strategies are available to participants in a private M&A transaction to minimise their tax exposure?

13.3

Is tax consolidation of corporate groups permitted in your jurisdiction? Can group companies transfer losses between each other for tax purposes?

13.4

What other key concerns and considerations should participants in private M&A transactions bear in mind from a tax perspective?

14.

Trends and predictions

14.1

How would you describe the current M&A landscape and prevailing trends in your jurisdiction? What significant deals took place in the last 12 months?

14.2

Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

15.

Tips and traps

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