M&A Case studies

Discussion in 'Interviews Discussion' started by Zahra, Feb 11, 2019.

  1. Zahra

    Zahra Star Member
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  2. Jaysen

    Jaysen Legendary Member
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    Great stuff. M&A questions/case studies are very popular at interviews!
     
  3. Daniel Boden

    Daniel Boden Legendary Member
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    Any chance someone could put the actual article on here? I can't access it :(
     
  4. BWSM201

    BWSM201 Star Member

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    Hope this works mate :)
     

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  5. Helena

    Helena Legendary Member
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    It works!
     
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  6. Daniel Boden

    Daniel Boden Legendary Member
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    Thanks so much!
     
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  7. Milos

    Milos New Member

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  8. mlaw1234

    mlaw1234 Active Member

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    Hi, if anyone has any input, what would you say are the main risks/concerns associated with M&A and joint ventures, from the perspective of both parties (buyers and sellers)?
    :)
     
  9. CTST

    CTST Star Member

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    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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  10. Romiras

    Romiras Star Member
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    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.
     
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  11. CTST

    CTST Star Member

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    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? :)
     
  12. Romiras

    Romiras Star Member
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    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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  13. CTST

    CTST Star Member

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  14. Ricky

    Ricky Valued Member

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    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.
     

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  15. CTST

    CTST Star Member

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    Thank you, @Ricky! This is really useful stuff!
     
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  16. Legal_Angels

    Legal_Angels Star Member

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    I was wondering if anyone can explain the price mechanism ie. locked box and use of earn outs.
     

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