Practice Areas / Litigation & Arbitration / Mergers, Acquisitions and Joint Ventures
Mergers, Acquisitions and Joint Ventures
Strategic legal counsel for complex domestic and cross-border transactions. We help businesses structure, negotiate, and execute acquisitions with precision while protecting long-term commercial interests.
Structuring Transactions with Strategic Clarity.
We advise domestic and international clients on acquisitions, divestments, joint ventures, strategic collaborations and investments, with particular experience in transactions involving privately held businesses. Our work extends from transaction strategy and structuring through negotiation, signing, closing and post-signing implementation, with the documentation and execution plan designed around the commercial objectives, risk allocation and operational requirements of the transaction.
In joint ventures and strategic collaborations, we work with the parties to understand their immediate commercial objectives, medium-term growth plans and longer-term exit and governance expectations, and translate these into an appropriate contractual framework. This includes addressing governance, funding, reserved matters, management and control, transfer restrictions, deadlock, exit rights, non-compete and other protective provisions at the outset, reducing the need for significant restructuring as the relationship develops.
What We Handle
Acquisition and investment documentation: Draft, negotiate and advise on share purchase agreements, share subscription agreements, investment agreements and related transaction documents, including transactions involving private equity and other financial investors.
Shareholders' and governance arrangements: Structure and negotiate shareholders' agreements and governance arrangements, including board composition, reserved matters, management and control rights, information rights, funding obligations, transfer restrictions, pre-emption, tag/drag rights, deadlock and exit mechanisms.
Business and asset transfers: Advise on business transfer and asset transfer transactions, including identification and transfer of relevant assets, contracts, licences, employees, intellectual property and other business components, together with the contractual allocation of transitional risks and liabilities.
Joint ventures and strategic collaborations: Structure and document domestic and cross-border joint ventures and strategic collaborations, including allocation of roles and responsibilities, contributions, funding, operational control, governance, intellectual property, commercial rights, risk allocation and exit arrangements.
Transaction structuring: Advise on the legal and commercial structure of transactions from initial strategy through signing and closing, including sequencing of conditions precedent, regulatory and third-party approvals, corporate actions and other dependencies.
Implementation and closing management: Prepare detailed activity schedules, responsibility matrices and sequencing plans for transactions involving multiple workstreams and stakeholders, particularly business transfers where completion depends on coordinated execution of corporate, contractual, regulatory, employment, IP, operational and third-party steps.
Representative Experience
Pharmaceutical-sector acquisition. Advised on the acquisition of a privately held pharmaceutical businesses, including transaction structuring and preparation, negotiation and finalisation of the share purchase documentation. Advised on the allocation of transaction risks between the parties, conditions precedent and closing mechanics, and coordinated the acquisition documentation with the corporate and commercial steps required to complete the transaction.
Shoe manufacturing -sector private equity investment and fund-raising. Advised a pharmaceutical business in connection with private equity investment and fund-raising, including structuring and negotiation of the share subscription/investment documentation and shareholders’ agreement. Advised on the investor’s governance and economic rights, management and control arrangements, reserved matters, transfer restrictions, exit rights and other protections, and aligned these provisions with the company’s existing ownership and proposed funding structure.
Petrochemical -sector joint venture. Advised on the structuring and documentation of a joint venture in the pharmaceutical sector, including negotiation and finalisation of the joint venture and shareholders’ arrangements. Advised the parties on contributions, governance, management and control, funding obligations, reserved matters, allocation of commercial responsibilities, intellectual property and other business rights, transfer restrictions, deadlock and exit mechanisms, with the contractual framework designed to accommodate the parties’ respective short- and long-term commercial objectives.
Inbound tourism business transfer. Advised on the transfer of an inbound tourism business, including drafting, negotiation and finalisation of the Business Transfer Agreement. The transaction involved coordinating the transfer and transition of multiple components of the business and required detailed planning beyond execution of the principal agreement. Developed a transaction implementation and activity schedule, sequencing the legal, corporate, contractual, operational and third-party steps required to complete the transfer and allocating responsibility for each stage of implementation. Supported the parties through execution of the agreed steps and completion of the business transfer.