As early as possible — ideally before you sign even a non-binding letter of intent or a confidentiality agreement. The terms agreed at the earliest stages of a transaction, even in non-binding documents, tend to anchor the negotiation that follows. Having experienced legal counsel involved from the first conversation ensures that nothing you sign early in the process inadvertently constrains your position later, and that you approach every subsequent stage of the deal with a legally informed strategy.

In a share acquisition, the buyer purchases the shares of the target company and steps into the shoes of the existing shareholders — inheriting all of the company’s assets, contracts, liabilities, and obligations, known and unknown. In an asset acquisition, the buyer selects and purchases specific assets of the target, leaving unwanted liabilities behind. Share acquisitions are often simpler to execute from a contractual standpoint but carry greater inherited risk. Asset acquisitions offer greater selectivity but can be more complex to execute, particularly where regulatory consents or third-party approvals are required for the transfer of key assets. The right structure depends on your strategic objectives, the target’s liability profile, and applicable tax and regulatory considerations.

Timeline varies significantly depending on deal complexity, the thoroughness of due diligence, the number of regulatory approvals required, and the alignment of the parties on key commercial terms. Simple domestic acquisitions can close in a matter of weeks. Complex cross-border mergers involving regulatory approval processes — including competition authority clearance — can take many months. We provide realistic timeline planning at the outset of every transaction and work proactively to keep the deal on track at every stage.

Key buyer protections include comprehensive representations and warranties from the seller covering the accuracy of financial statements, the absence of undisclosed liabilities, the ownership and validity of intellectual property, the status of material contracts, and the absence of pending or threatened litigation. Beyond representations and warranties, buyers should negotiate robust indemnity provisions, conditions precedent that allow exit from the deal if material issues are discovered, purchase price adjustment mechanisms tied to working capital and debt levels, and — in larger transactions — warranty and indemnity insurance to backstop seller covenant risk.

Post-closing disputes most commonly arise over warranty claims — where the buyer discovers that a seller’s representation was inaccurate — earn-out disputes, where the parties disagree on whether performance targets have been met, and purchase price adjustment disputes, where the closing accounts do not reflect the agreed economic position. We advise clients on their rights and remedies in each of these scenarios, pursue informal resolution where possible, and represent our clients in arbitration or litigation where disputes cannot be resolved consensually. Having experienced M&A disputes counsel who understands the underlying transaction documents is critical to achieving a favourable outcome.