M&A Case studies

Zahra

Star Member
Future Trainee
Nov 9, 2018
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IntrepidL

Legendary Member
Jul 29, 2018
174
153
From the perspective of the buyer:
  • Whether there is any pending litigation against the Target company
  • Whether there are any charges over any of the assets within the Target company, or whether any assets are held as collateral - you can then perhaps obtain an undertaking from the seller that the charges will be discharged before completion of the deal.
  • The value of goodwill of the Target company
 
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Romiras

Legendary Member
Associate
Apr 3, 2019
144
272
You'll also want to consider whether it should be an asset (going concern) or share purchase. Consider how you finance it, whether the assets or important parts of the Target are actually located in the Target, payment structure, etc.

For a joint venture, you'll want to consider how the joint venture should be structured, who has to finance what and how the obligations, risk and also benefits are to be split among the parties (control), etc.
 

IntrepidL

Legendary Member
Jul 29, 2018
174
153
Hello, was reading some articles on asset/share purchases and was wondering if anyone has any thoughts on potential tax issues to flag in the choice of structure for a share/asset purchase? :)
 

Romiras

Legendary Member
Associate
Apr 3, 2019
144
272
Hello, was reading some articles on asset/share purchases and was wondering if anyone has any thoughts on potential tax issues to flag in the choice of structure for a share/asset purchase? :)

Tax is a bit complicated for asset purchases as there a variety of factors to consider such as the asset(s) itself, whether there have been intra-group transactions that are caught by tax laws, etc. For a share purchase, there is stamp duty (at a relatively low rate).

At interview stage, you won't really be expected to say much about tax liabilities / issues. Perhaps just note that tax liabilities / issues tend to be lower / simpler for share sales (from the perspective of the seller) and that there are certain reliefs that may be available.
 
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Ricky

Legendary Member
2020 Community Winner
Sep 16, 2018
331
1,488
Here are some mind maps that I made before my A&O case study interview. Breaks down the various areas of due diligence and also how to put together the share/asset purchase agreement.
 

Attachments

  • Anatomy of a Deal.pdf
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  • Commercial Due Diligence.pdf
    544.7 KB · Views: 433
  • Financial Due Diligence.pdf
    442.4 KB · Views: 392
  • Legal Due Diligence.pdf
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  • Execution.pdf
    827.4 KB · Views: 401

Mariah

New Member
Feb 14, 2024
1
0
Here are some mind maps that I made before my A&O case study interview. Breaks down the various areas of due diligence and also how to put together the share/asset purchase agreement.
Hi! I'm applying to Clifford Chance and I have a case study too. How would you recommend to proceed with it?
 

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