Mergers and acquisitions
Mergers and acquisitions are often intensive and complex processes involving significant financial and strategic interests. For companies considering a merger, acquisition, or restructuring, careful legal guidance is a determining factor for a successful transaction. A mergers and acquisitions lawyer provides support in structuring the transaction, limiting risks, and establishing clear agreements. The M&A lawyers at Fruytier Lawyers in Business combine legal expertise with commercial awareness and in-depth knowledge of the market. We are happy to explain how we guide companies through every phase of the M&A process.
Legal guidance for mergers and acquisitions
A merger or acquisition involves a number of legal and strategic issues. These include choosing the right transaction structure, limiting risks, carefully recording agreements, and ensuring continuity after closing. Fruytier Lawyers in Business assists companies throughout the entire M&A process, both on the buying and selling sides.
Our M&A lawyers provide support in structuring the transaction, performing and assessing due diligence, conducting negotiations, and drafting the final agreements. In doing so, we look beyond the legal aspects alone. We act as a sparring partner and take commercial interests, timing, and practical feasibility into account.
We provide guidance on strategic acquisitions, the sale of companies, restructurings, and joint ventures, among other things. Where necessary, we work together with other professionals, such as accountants, tax specialists, or corporate finance consultants. We also advise on management buyouts, management buy-ins, and complex transactions such as acquisitions of family businesses or international processes.
Our mergers and acquisitions team
Fruytier’s mergers and acquisitions team consists of lawyers who specialize in M&A processes. We assist both buyers and sellers in mergers, acquisitions, and restructurings. The direct involvement of experienced M&A lawyers enables clients to respond quickly and make timely decisions.
Marcel Fruytier
Bank- and Financial Law, Merging and acquisition, Corporate Law & Disputes regulation and litigation
Myrddin van Westendorp
Employment law, Merging and acquisition & Corporate Law
Ravinder Sukul
Merging and acquisition & Corporate Law
Vincent van Oosteren
Employment law, Merging and acquisition & Corporate Law
Koen Wanders
Merging and acquisition, Huurrecht, Corporate Law & Real Estate law
Legal merger
Companies can merge in various ways. In practice, a distinction is made between a legal merger and a de facto merger.
In a legal merger, two or more legal entities merge, whereby one legal entity continues to exist and one or more other legal entities cease to exist. The rights and obligations of the disappearing legal entity are transferred to the acquiring legal entity. As a result, assets, liabilities, and contractual relationships, among other things, are transferred, unless otherwise provided by law or contract.
De facto merger
In a de facto merger, companies are integrated in practice, without there being a legal merger within the meaning of the law. The legal entities involved continue to exist legally, but their activities, processes, and resources are merged. This is often achieved through agreements, internal restructuring, or the consolidation of business activities under a single joint management.
Types of mergers
We generally refer to five different types of mergers/acquisitions:
- Horizontal merger: Merger of companies operating in the same market segment.
- Vertical merger: Integration of companies operating at different stages of the same production or distribution chain.
- Conglomerate merger: Merger between companies with no direct relationship in terms of products or services.
- Market expansion merger: Merger with the aim of entering new markets or expanding market share.
- Product expansion merger: Merger aimed at broadening the product range.
How does an acquisition process work?
Every acquisition process is unique—just like every acquisition and every company. The course of the acquisition process is broadly similar. The process of a merger or company acquisition can be divided into the following steps:
1. Planning and preparation
The buyer identifies strategic goals and determines the type of companies that are suitable for acquisition.
2. Selection and strategy
The selection of potential companies that align with strategic goals based on market research and evaluation.
3. Negotiations
The buyer approaches the selected parties and starts negotiations on terms and conditions, including price, financing, and other relevant aspects.
4. Due diligence
A thorough investigation of the company to be acquired in order to understand all aspects of the business, including finances, legal matters, operational processes, and potential risks. The due diligence investigation often forms the basis for guarantees and indemnities in the final agreement.
5. Drafting the final agreement
After successful negotiations and positive due diligence, a final agreement is drawn up with all the details of the transaction. Depending on the transaction, this may involve a share transaction or an asset and liability transaction.
6. Approval of acquisition
In some cases, approval is required from shareholders, regulators, and other relevant authorities.
7. Transfer of control
The transaction is completed, with the acquiring company taking control and beginning the integration of activities.
8. Integration of business activities
The merging of business activities, systems, and personnel.
Discuss legal guidance for a company acquisition.
Valuation in mergers and acquisitions
One of the most important aspects of mergers and acquisitions is valuation. Valuation is the process of determining the financial value of a company. Valuation is usually carried out by financial experts or business analysts and generally takes place before or during the due diligence phase. During this period, the buyer thoroughly examines the company to be acquired. The advice and findings of specialists, such as a mergers and acquisitions lawyer, are crucial during the negotiation phase and when determining the final terms of the transaction. This includes price mechanisms, agreements on a rarn out, and the scope of guarantees and indemnities.
When should you engage an M&A lawyer?
Legal guidance is often most valuable in an M&A process when it is engaged at an early stage. In practice, risks usually arise during the preparatory phase, for example when sharing confidential information, drafting a Letter of Intent, or determining the transaction structure. By involving an M&A lawyer at an early stage, risks can be better managed and the process can run more efficiently. Fruytier Lawyers in Business thinks along with you from the initial strategic exploration to closing and post-closing agreements.
Contact us for advice on mergers and acquisitions. Schedule a no-obligation consultation with an M&A lawyer.
Frequently asked questions about mergers
What happens in a merger?
In a merger, two or more companies join together to form a single organization. Depending on the type of merger, assets, liabilities, contracts, and personnel are transferred to the new or remaining entity.
Is a merger a transfer?
No, a merger is not a transfer but a consolidation. In a merger, rights and obligations are integrated within a single structure, whereas in a transfer, assets are sold separately.
What is the difference between a merger and an acquisition?
In a merger, parties combine their businesses into a single entity. In an acquisition, one party acquires control over the other, for example by purchasing shares or assets.
Why do companies opt for mergers and acquisitions?
Companies opt for mergers and acquisitions to strengthen their market position, achieve economies of scale, save costs, or gain access to new markets, knowledge, or technology.
When is regulatory approval required?
Approval may be required in the event of a concentration, for example, if turnover thresholds are exceeded. In the Netherlands, this is often the Netherlands Authority for Consumers and Markets. Additional rules apply in some sectors.
How can I protect my company during a merger or acquisition?
Through good preparation, clear agreements, and careful due diligence. Lay down guarantees and indemnities in the agreement and engage an experienced mergers and acquisitions lawyer in good time.
What does an M&A lawyer do during an acquisition?
An M&A lawyer advises on the transaction structure, guides negotiations, assesses due diligence findings, and drafts agreements such as a Letter of Intent and purchase agreement. This manages risks and ensures that agreements are legally enforceable.
Recent transactions: M&A and Banking
| Client | Transaction type | Value(in mil.) | More information |
| Sellers (high-tech start-ups) | Shares | ||
| Buyer Biogas Project (NL) | Shares | ||
| Seller Bookstore (NL) | 6 | ||
| Buyer Container Company (NL) | 1 | ||
| Seller Bookstore (NL) | 1,1 | ||
| Buyer (Taiwan) | Shares | ||
| Buyer road and hydraulic engineering (NL) | Shares | 0,5 | |
| Seller Installation technology (NL) | Shares | 14 | |
| Seller Export Company(NL) | Shares | 5 | |
| Buyer Tank Construction (NL) | Assets | 1,2 | |
| Buyer Engineering Company (NL) | Asset | ||
| Buyer IT Company (USA) | Assets | ||
| Seller Bio Energy (DK) | |||
| Seller Media company (NL) | Shares | ||
| Seller Event Industry (UK) | Shares | 12 | |
| Buyer Construction Company (NL) | Assets | ||
| Seller Kansspelen (UK) | Shares | 2 |
Mergers and acquisitions
- Non-disclosure agreement
- Taking over customer base in business takeovers
- Letter of intent in mergers and acquisitions
- Share transaction and asset liability transaction
- Draw up business acquisition contract
- Financing of a business acquisition
- Forms of mergers and acquisitions
- Guarantees and Indemnities
- Orientation phase of an acquisition
- Due Diligence