Legal due diligence

Our service includes:

• negotiating the terms of a non-disclosure agreement to ensure that anything revealed during the due diligence process remains private and confidential;
• creating a list of questions to be included in a due diligence questionnaire to illicit the information you will need to make an informed decision about whether acquiring, investing in or working alongside the target make good commercial sense and to flush out any issue which may be a possible cause for concern;
• working with the target to agree how answers to questions should be provided and if supporting documents should be produced via a physical file or online data room;
• meeting with the target’s senior management team to conduct face-to-face inquiries;
• reviewing the information required and appraising you of our findings;
• highlighting any matters which require further investigation or which could pose a risk to your interests if the transaction were to proceed without them being addressed;
• suggesting ways in which non-avoidable risks can be managed and mitigated, including through the giving of warranties and indemnities by the target; and
• renegotiating any terms tat may have already been agreed in-principle, including the price or investment amount, where this is appropriate in light of what has been revealed.

Among the legal matters we will consider are:

• corporate governance and compliance arrangements, including those detailed in a shareholders agreement or a target company’s articles of association;
• employment arrangements, including the terms and conditions on which employees and directors are retained;
• commercial contract arrangements with customers and suppliers;
• the terms and conditions on which any licences have been taken or granted;
• ownership of intellectual property rights and arrangements to ensure intellectual property protection;
• processes and procedures for ensuring compliance with data protections laws and other regulatory requirements;
• known or anticipated disputes, including shareholder disputes, director disputes, employment disputes, contractual disputes and intellectual property disputes;
• any competition or anti-trust concerns that may have been raised; and
• any live or ongoing litigation.