Very often, when carrying out an M&A transaction, both the seller and the buyer see each other just as 'the other side' of the negotiation and they are also rather nervous trying to obtain the maximum possible outcome
for themselves. This attitude
is rather risky and, quite often, results in the failure of the transaction
Forthalia assists its customers acting as the interface to the other side
trying both to maximise the overall outcome
for its client as well as overseeing all the aspects of the transaction
, part of which are often underestimated
by the clients, or treated with insufficient emphasis.
For example, Forthalia will pay special attention to all the various existing contracts and potentially critical situations such as:
- a reasonable deal protection and exclusivity break-up clause
- employment contracts
- non-disclosure and confidentiality agreement
- supplier contracts
- customer contracts
- expiring contracts (with respect to customers, suppliers, employees, etc...)
- new legislation
- upcoming innovations that may affect the future value of the transaction
In addition to the above aspects it is important to define certain milestones
during the negotiation and secure them once they are reached through appropriate documents or intermediate agreements. Furthermore, one extremely important aspect of a transaction is the structure of the deal
itself, the fiscal impact
the terms of payment
and how they are secured.
During the negotiation it is also important to bring in the right professional advisors at the right time to help the transaction proceed smoothly.