How to make M&A in emerging countries – Part 1: Deal Rules

Cultural issues may be addressed by an agreement on the deal rules. Here is why and how. Time and space: “time is the longest distance between two places”. In certain corners of this planet, time flows at a different pace. Notably, negotiations via electronic means tend to be less fruitful and definitively take more time…

M&A success drivers – the closing dinner aftermath

The closing dinner can be the last sweet memory of a M&A. Every year, buyers leave considerable amounts of value on the table due to failure in the integration process. Here some guidelines to successful business combinations. 1. Igniting integration. Success of a business combination has little to do with the fairness of the purchase…

Make due diligence great again! (Part 2 – tips)

My best practices for an effective legal due diligence. Here my tips to speed-up the process, be cost-efficient and expand the investigation beyond the due diligence documents provided by the target company. 1. Ask clients about priorities. Perception of the legal risks change from client to client and from deal to deal. What clients tend…

The golden rule of writing any contract (Part 2 – tips)

Quick recap of Part 1: when writing a contract, you are not writing for yourself or for the counterpart, but you are rather writing for a third party, that you like it or not. In the worst case, the third party will be a judge. Based on my experience, this is the golden rule: think…

20 features of Italian M&A agreements…

….that foreign investors should know. While M&A agreements are facing an increasing standardization around the globe, civil law countries, and, notably, Italy, present peculiar features that should not be overlooked. Here is a list of certain features of doing M&A in Italy, most of them stemming from the Italian Civil Code (the “ICC”) and its…

How to escape from a joint venture (Part 1)

In business, a joint-venture is the experience most similar to a marriage. The last of your thoughts is to prepare for the time the love is gone. Indeed, when structuring a joint venture, the parties tend to focus more on the “true love” side of the papers and a bit less on the “divorce” scenarios….

A survival guide to M&A without warranties

Some quick background: according to the market practice, the seller of a company or an asset is expected to give the buyer a set of representations and warranties regarding various aspects of the target, including accounting, tax legal and operational issues (“R&Ws”). If any of these representations and warranties reveals to be not truthful, the…