Mergers & Acquisitions
Strategic legal support for buying, selling, and growing businesses
Whether you're acquiring a competitor, selling a business you've built, or merging with a strategic partner, M&A transactions are complex, high-stakes affairs that require expert legal guidance.
At Modern Legal, we provide commercially-focused M&A advice that protects your interests while keeping deals on track. We understand that transactions have momentum, delays cost money and can kill deals. That's why we work efficiently, flag issues early, and focus on solutions rather than obstacles.
We act for buyers, sellers, and management teams across a range of sectors. Our approach combines rigorous legal analysis with practical commercial awareness, ensuring you get advice that makes sense for your business objectives.
What We Help With
Comprehensive corporate legal services to support your business at every stage.
Buy-Side Transactions
Comprehensive support for acquiring businesses, from initial approach to completion and integration.
- Target identification and approach
- Heads of terms negotiation
- Due diligence coordination
- SPA drafting and negotiation
- Completion and post-completion
Sell-Side Transactions
Maximising value and protecting your position when selling all or part of your business.
- Sale preparation and structuring
- Vendor due diligence
- Data room management
- Negotiating warranties and indemnities
- Tax-efficient exit planning
Due Diligence
Thorough investigation of target companies to identify risks and inform deal structure.
- Legal due diligence reports
- Corporate and constitutional review
- Contract analysis
- Employment and pension review
- IP and technology assessment
Deal Structuring
Advising on the optimal structure for your transaction, balancing commercial, tax, and legal considerations.
- Share vs asset purchases
- Earn-out arrangements
- Deferred consideration
- Warranty and indemnity insurance
- Escrow arrangements
Management Buyouts
Supporting management teams acquiring businesses from owners or parent companies.
- MBO structuring
- Funding arrangements
- Sweet equity schemes
- Shareholder arrangements
- Investor negotiations
Mergers & Joint Ventures
Structuring combinations and partnerships that align interests and manage risk.
- Merger planning and execution
- Joint venture agreements
- Governance frameworks
- Exit mechanisms
- Competition considerations
Our Approach
A straightforward process designed to get you the right advice efficiently.
Strategy Session
We understand your objectives, timeline, and deal dynamics to shape our approach.
Due Diligence
Thorough investigation to identify risks, inform valuation, and shape deal terms.
Negotiation
Skilled drafting and negotiation of transaction documents that protect your position.
Completion
Meticulous execution of signing and completion, ensuring a smooth handover.
Frequently Asked Questions
How long does an M&A transaction typically take?
Simple transactions can complete in 4-6 weeks. More complex deals typically take 2-4 months from heads of terms to completion. We'll give you a realistic timeline based on your specific transaction.
What is due diligence and why is it important?
Due diligence is a thorough investigation of the target business. It helps identify risks, validates assumptions, informs valuation, and shapes the warranties and indemnities you negotiate. Skipping or rushing DD can prove very costly.
What's the difference between a share purchase and asset purchase?
In a share purchase, you buy the company itself (including all assets and liabilities). In an asset purchase, you buy specific assets and assume only agreed liabilities. Each has different tax, legal, and practical implications.
What are warranties and indemnities?
Warranties are statements about the business that, if untrue, may give rise to a claim for damages. Indemnities are promises to reimburse specific losses. These allocate risk between buyer and seller and are heavily negotiated.
Can you help with cross-border transactions?
Yes. For transactions with international elements, we coordinate with trusted law firms in other jurisdictions to ensure all aspects are properly addressed.
What happens after completion?
Post-completion matters include filing at Companies House, updating registers, implementing any reorganisation, and managing earn-out or deferred consideration arrangements. We support you through all of this.
Ready to Discuss Your Transaction?
Whether you're buying, selling, or exploring options, book a free consultation to discuss your M&A needs.