In the event of a purchase, sale or merger (joint venture) entrepreneurs encounter challenges and possibly some heated discussions, from the first exploratory talks right up to the actual transfer.
Ploum has an experienced M&A team consisting of 7 partners (including notaries) and a pool of experienced associates. We assist buyers and sellers on a daily basis, in deals in a wide variety of sectors, and advise on the whole M&A process. We also regularly act for private equity funds and other investors.
LoI, MoU and term sheet
At the start of the procedure, it is very important to stake out your position well by drawing up properly-worded initial documents such as an LoI, MoU, term sheet or other declaration of intent. A sound and comprehensive document will prevent disappointments later on in the process.
Under Dutch law, purchasers have a duty to investigate the target company. A due diligence investigation has become an essential part of all transaction processes. A “vendor due diligence” may be useful if the seller wishes to facilitate a smooth transaction process, and also enables the seller to assess whether any pre-transaction steps need to be taken.
The entire procedure is eventually completed in the transaction documentation. Of course, these are preferably documents that you will never have to look at again after the merger or acquisition. But at the same time, the documents should carefully record the parties’ intentions for the event of any discussions after the transfer. On the basis of our experience, we have developed advanced standards for many types of deals, allowing us to prepare the documents at attractive rates.
In a joint venture, the “chemistry” is different. Parties are looking to make arrangements that govern their (sometimes long term and/or intensive) cooperation. Although trust is an essential element, the agreement needs to contain clear arrangements that also provide solutions in case of future differences of opinion.
Ploum can provide you with legal assistance
As a buyer or a seller, you need a lawyer who does not make the deal unnecessarily complicated and who focuses on the end result. At Ploum, our corporate law specialists are keen to assist you during the entire purchase, sale or joint venture process. We will do this in accordance with your own wishes, and on the basis of clear agreements on legal fees. And we will use our integrated approach to cooperate closely with our lawyers and civil-law notaries specialising in other legal areas wherever necessary. We have all legal expertise in house to coordinate all (civil) legal aspects of the deal, including competition law, environmental law and labour law specialists. Our sole objective is to ensure the very best results for you as quickly and efficiently as possible.