M & A
Corporate – Mergers & Acquisitions
Although a young firm, M&S considers themselves to be one of Luxembourg’s leading specialists with respect to corporate law and M&A.
M&S was appointed Corporate Law Firm of the Year 2013 by Global Law Experts and we have been recommended by The Legal 500.
We have the expertise and capacity to handle both mergers and acquisitions as well as assisting in all stages of a transaction.
Clients and Business Partners
Our clients include large and medium-sized international companies, Luxembourg and international investment banks, private equity funds and venture capital companies, Luxembourg and foreign banks, financing companies and leasing companies as well as foreign law firms.
We have developed efficient cooperation models and during a transaction we are generally in close contact with accountants, investment bankers, management consultants, trust companies insurance advisors, financial advisors and lawyers in other countries.
Our objective is always to ensure the optimum result for the client by providing proactive, cost-effective and valuable advice.
Our extensive involvement in numerous significant Luxembourg and international transactions has given us unmatched expertise and comprehensive practical experience in respect of all aspects of a transaction, including:
- Transactions in all lines of business and sectors
- Investments, joint ventures, mergers, demergers and restructuring
- Due diligence process management
Our work is often reviewed by major legal lawyer services such Legal 500 and Chambers Europe.
‘Very pleasant to deal with’, the law firm fields the popular Joram Moyal, who demonstrates ‘strong commitment and extensive industry knowledge’ and ‘gets the job done’, while Philipp Simon ‘is strong on strategy and negotiation’. The team often acts on €50m-plus deals.
- Legal 500 (2013)
Due Diligence and Process Management
Often both the seller and purchaser perform due diligence investigations of the business in question in order to uncover particular issues that should be taken into account in the contemplated transfer and the related risks.
A Valuable Tool
The due diligence process caters to amplify the knowledge of the business and the report material represents a valuable tool in optimizing the business' legal affairs and in the negotiation of a possible transfer agreement. The general object of a due diligence exercise is to avoid any unpleasant surprises later on in the process – and particularly after the completion of the transaction – which could result in a dispute between the seller and their purchaser.
We have unrivalled expertise and experience in legal due diligence examinations; whether we are providing assistance to a seller in establishing and structuring the data room and planning the due diligence process or assisting a purchaser with examining the business in question.
Vendor Due Diligence
A vendor due diligence can be useful in certain transactions.
When we provide assistance to a seller, our services consist of:
- Selecting and organising the relevant documentation for the business
- Instructing and being in constant dialogue with the business' relevant employees about the documentation
- Handling, relaying and assisting with the responses to the purchaser's questions concerning the documentation
Purchaser Due Diligence
When we provide assistance to a purchaser, our services consist of:
- checking public registers, etc.
- reviewing the documentation concerning the business that the seller has submitted at its own initiative or upon request
- arranging/participating in Q&A sessions with the management board and potential other key employees
- reporting to the client
- checking whether the due diligence results are duly reflected in the transfer agreement and any other supplementary agreements, for instance a licence agreement
- minimising the business' legal risk exposure after the completion of the transfer
To ensure cost-effectiveness and the right qualifications at any time, a due diligence exercise will usually involve lawyers from one or several of MMS specialist groups.
We always make sure that the work is handled by lawyers with the right seniority and expertise.
The level of reporting required by the client varies. A more detailed reporting level typically entails a longer period of investigation. As a consequence, we always provide the best possible advice in accordance with the level of reporting that is most advantageous and useful for the client in the situation in question – also from a commercial point of view.
Investments and Restructurings
We also assist our clients with:
- Investments (for instance when taking a stake in a company)
- A joint venture (where two or several parties join forces to commence a more project-oriented or limited cooperation)
- A merger (for instance when an acquired business is merged into the purchaser's business)
- A demerger (for instance when an independent division of a company is demerged for the purpose of subsequently being divested)
- Other restructurings (for instance as part of successions)
From Shareholders' Agreements to Transfer Agreements
We strive to provide an all-encompassing service. This will include drafting shareholders' agreements, particularly focusing on an investor's or joint venture partners' exit options, drafting merger or demerger plans as well as communicating with the relevant Luxembourg and foreign authorities that are to approve or be notified of a transaction. Following this, we draft (intra-group) transfer agreements in relation to the restructuring of a group.
We advise private and public enterprises, financial institutions, private equity houses and venture funds with such transactions in all lines of business and sectors. M&S has an unrivalled expertise and extensive experience that ensures our clients receive the best legal and commercial service.
A management buy-out consists of a company's management, alone or together with one or several investors that acquires the business.
Characteristics of a Management Buy-Out
A management buy-out mainly differs from other acquisitions in two respects:
- Firstly, the management will often not have the financing required at the time when it expresses its desire to acquire the business
- Secondly, the due diligence investigation will typically not be as extensive as generally the management is assumed to possess the same – if not better – knowledge of the affairs of the business than the seller. It is therefore essential for the seller that the transfer agreement does not contain any reps and warranties for matters that the management is familiar with or ought to know about
We have specialised expertise and broad experience in representing both the seller and buyer in a management buy-out. We are therefore able to provide the legal and commercial tools required to complete a well-planned, efficient and successful process.