Investigating the target
The importance of knowing all about the acquisition you purchase will be of importance to any buyer. You will need to seek professional advice on these matters . We can undertake a thorough investigation of the acquisition for you;
1. Firstly We act for both buyer and seller in this process.
2 Secondly We advise you on taxation affairs regarding your chosen target.
3. Thirdly the effect the acquisition will have on the tax affairs of the target and of the buyer, for example whether the transactions will, itself create any changes to tax.
4. The likely future tax position of the purchase
1)The profitability of the acquisition– This means with the help of an accountant we conduct a detailed review of the audited results of a target company for previous accounting periods to provide a detailed breakdown of turnover.
2. Balance sheet strength– With the help of accountants we will report the assets and liabilities of the target and may include details of (and comments on) the following;
– borrowing commitments, both long-term and short-term including details of any security provided.
– recent capital expenditure, outstanding capital commitments, long-term contracts and contingent liabilities;
– debtors and provision for bad debts
– insurance policies and adequacy of cover
3. Premises– We provide you with detailed information about the properties owned or occupied by the target. .
The final section of the report which sets out the accountants summary of strengths and weaknesses of the target is often of greatest interest to the buyer.
The report can help you to negotiate the price of the asset or share.
What to expect from us
You can expect our legal team to carry any legal issues that many affect the value or prospects of the target.
We identify any preconditions that must be satisfied or consents that may be required to transfer ownership of the shares or assets to the business.
Legal Due diligence
1. Constitutional framework of the target company
2. the terms on which the target does business,
3. Ownership of its assets and any restrictions on free use of them
4. and extent of any potential liabilities
On a small transaction the results of the investigation will be informally communicated to the client and to the negotiating the acquisition documentation.
On larger transactions, more formal procedures, may be required to avoid overlap of investigation, ensuring efficient reporting of the results to the client.
These lawyers charged with negotiating contracts and terms of deal.
In addition to an international acquisition our team can help. Through cross border due diligence there maybe circumstances which has an impact on the acquisition process or proposed timetable.
We will undertake further due diligence and public searches at the outset of a transaction. If were acting for you we will review all public records relating to the acquisition target business company.
We will conduct checks on the companies house records . We will gather property details at land registry or land charges registry Questionnaire.
The due diligence process begins by forwarding a detailed request for info to the sellers lawyers often known as a due diligence questionnaire. A multi jurisdictional transaction will often require questionnaires for each country involved.
WHAT WE WILL INVESTIGATE
1. Corporate information- This includes information about a target company registered in England and Wales can be obtained by making a search of the companies file at company registry.
2. We seek this information at the outset of the due diligence process and repeat the search for confirmation purposes.
We will inspect the internal register of a company registered in England and Wales.
Call us to discuss your proposal on purchasing a company acquisition on 0208 575 0061