How we add value on deals beyond acquisitions and disposals.
Straight M&A transactions are not the only deals where complicated value issues and pricing need to be addressed in a legal agreement. Joint ventures, strategic alliances, major capital projects, and distribution agreements are common examples.
What sets these apart from 'business as usual' is that each deal will likely be unique, and most organisations do not have established processes and controls to manage the risks and issues central to achieving the best value from the deal, or even just meeting the intended objective for the project.
Our SPA Advisory and Commercial Negotiation team have wide experience supporting clients in identifying and defining the key elements of value and capturing these effectively in the agreement.
We understand that these kinds of deals are different from M&A: The parties will likely need to work closely and collaboratively through the term of the deal, and reaching the initial agreement is just a starting point. Our focus is on understanding the objectives and how the deal will create value – in total – and recognises that transparency in terms of how value will be shared is critical to a robust basis for the ongoing relationship.
Often, this results in our identifying elements of value, for both parties, that had not previously been considered, and a more holistic approach to value negotiation that drives a better overall deal.
Where appropriate, we work closely with specialist colleagues in due diligence, technical accounting, tax, legal services, change management and integration to ensure the wider deal structure and objectives are optimised, and that the agreement robustly documents the parties' intentions and obligations in a way that serves as more than a fall back when things go wrong – but acts as a roadmap to guide execution and deliver maximum value.