Transactions & Due Diligence
Corporate transactions always have an operational impact on the business, on the various service relationships between group members, and with third parties. For small and mid-sized transactions, you also need to have the right approach to reorganize these relationships. We work with broad know-how on the technology and sourcing issues involved in transactions. We can sort things out for you.
In connection with M&A transactions, we do the contract due diligence for you, we identify the risks resulting from the transaction for your supply and service agreements, and classify their importance for your transaction. With longstanding experience in corporate transactions, we can help you to identify and focus on addressing critical transaction items. We can assist with the drafting of Transitional Services Agreements, the implementation of a Shared Service Center, or the development of other appropriate contractual solutions for your operational issues.
Carve-outs & separation
The nature of most sourcing strategies to try to centralize purchasing channels, supplies and services within a group in order to achieve economies of scale. In the case of a restructuring, a carve-out, or the separation of business units, it is necessary to unbundle existing supply and service relationships. We can make our sourcing expertise available to you in order to appropriately organize the carve-out and separate the relevant parts of your businesses. We can assist in amending, separating and transferring the various categories of customer and supply agreements, or the restructuring and re-negotiation of particularly important strategic supply agreements.
Commercial Due Diligence
The value added by a due diligence exercise does not necessarily increase with the number of documents in a data room or the number of advisors scanning them, but with experienced judgment as to the legal and commercial impact of the information gathered. We can help you spot the really important issues in the course of the commercial due diligence, and run a targeted and cost efficient review of data room documents.
IP Due Diligence & licensing
Corporate transactions will mostly affect the allocation and use of intangible assets and licenses. We can particularly help you in settling the use of company names, trademarks and other trade descriptions, and in entering into appropriate licensing agreements. We can also support you regarding licensing issues and questions related to software and IT services.
Transactions can have an impact on the legal protection of customer or employee data. When is the right time during the transaction to disclose certain data• Who is allowed to use what data after the transaction• What agreements or changes are necessary to be able to use the data after the transaction in a legally compliant manner• We can answer your questions and help structure the transaction in a way that the data may be used in the most optimized way given the new circumstances.
The right expertise
We seamlessly integrate into your transaction team. We support corporate or M&A firms with our particular public procurement, sourcing, information technology and intellectual property expertise.
Issues Transaction planning ● Structuring the transaction ● Non-Disclosure Agreements ● Information Memorandum ● Request for Proposal ● Vendor due diligence ● IP due diligence ● Data protection due diligence ● Commercial due diligence ● Purchase, sales and distribution agreements ● Due diligence request list ● Due diligence report ● Letter of Intent (LOI) ● Transitional Services Agreement ● Shared Service Center ● Licensing Agreements ● Trademark Licensing Agreements ● Demarcation / co-existence agreements ● Pledging of rights ● Right of first refusal / pre-emption right ● Security assignment ● Joint Venture Agreements ● Cooperation Agreements ● Non-compete covenants