- Understanding objectives. We are good listeners. We invest our time in understanding the commercial rationale of the transaction and the commercial drivers of the businesses involved. This approach helps us to provide advice which is relevant and focussed.
- Transaction management. We understand the importance of working to budget and timescale. Experience has taught us the importance of effective transaction management and good lines of communication - keeping everyone "in the loop" is essential to the smooth running of the process and ensuring that issues are raised early and not at the 11th hour.
- Focus. It is easy for the lawyers to become immersed in detail and technicalities. Ensuring that our team remains aware of the wider objectives means that we don't waste time pursuing "non-issues" and saves time and money.
- Effective negotiations. Experience has taught us the value of understanding the other side's point of view. We don't point score. The optimum outcome is achieved not by arguing every issue to the "nth" degree but by being prepared to compromise where possible and having a clear understanding of those commercial and financial issues which are sacrosanct.
M & A - The "4 Rs" - Risk Recovery Receipt Retention
In any acquisition the objectives of the buyer and seller can be distilled to these principles.
- The buyer's principal objectives on any deal are the apportionment of of risk and the ability to effect recovery of the purchase price in the event of a claim. An effective due diligence exercise should identify and quantify potential risks and devise solutions to enable recovery e.g., warranties, indemnities, adjustment to the price or terms of payment
- For the seller, the principal aims are receipt of the purchase price and retaining it. Transactions frequently involve complex price and payment structures and it is essential for the seller that these mechanisms are clear so that it receives what it expects. Having been paid, the seller has to ensure that it does not return the money to the buyer via warranty or indemnity claims.
However complex the transaction the issues fall into these categories. We are experienced in guiding clients through the hazards.