Q1)
Digion is actively expanding growing with three recent acquisitions in the past year, Immersive is a particularly attractive buy as its co-founders, Leon Alexander and Maria May, have a vast experience in game server hosting thus matching Digion's strengths. Also Immersive is popular among game developers, this acquisition will allow Digion to gain those cliental and further boost their own reputation.
Q2)
I would recommend negotiating a non-solicitation clause with Tristan which would prevent him from attempting to recruit or hire Digion employees. However, such a clause would need to be agreed by Tristan, potential incentives could include offering equity as it appears that Elena does not wish for the employment relationship to continue following the acquisition (thus ruling out bonus related incentives). Alternatively, incentives could be given to the employees which Tristan wishes to poach to prevent them from leaving Digion (for example performance related bonuses).
Q3)
Clause 5 states the conditions precedent which must be satisfied or waived before the deal can conclude. They are useful as there is no obligation to on either party complete the transaction until the CPs are met.
Q4)
Cap on damages - add a clause which limits damages for breach of warranties/indemnities. This ensures that the seller's liability is capped and they do not face unlimited losses, they have greater certainty and are aware of the maximum level of compensation which may need to be paid out. This ensures that the deal is not unprofitable for the seller.
Time limit - add a clause which limits the time after which a claim can be brought, this again adds to certainty as the seller will know that they will not be subject to claims after a certain time.
Q5)
Digion has HQ in London and so likely has a working relationship with lawyers specialising in English law. This means Digion would avoid the additional costs associated with dealing with German law (e.g. hiring German lawyer etc).
