Transactional
Mergers, acquisitions and joint ventures
We advise buyers, sellers and partners on acquisitions, disposals and joint ventures, from the first term sheet to closing.
Overview
Buying, selling or combining a business is often the most significant decision its owners will make. We advise on private mergers and acquisitions, disposals of businesses and assets, and joint ventures and business partnerships, both within South Africa and across borders.
Our role is to make sure that the parties understand what is being bought or sold, that the structure of the deal suits their commercial and tax position, and that the transaction documents reflect what was agreed. We work alongside the client's other advisers, including accountants and financial advisers, so that the legal work fits the wider transaction.
We have advised on transactions across a wide range of sectors, including manufacturing, mining and commodities, energy, property, financial services and technology.
Services
What the work involves
Acquisitions and disposals
We act for buyers and sellers of shares and businesses, and of specific assets such as plant, rental enterprises and intellectual property. We advise on the transaction structure, negotiate the commercial and legal terms, and manage the process through to completion.
Due diligence
We conduct legal and commercial due diligence investigations into target companies and counterparties, including corporate standing, material contracts, regulatory compliance, employment matters and contractual risk. Findings are reported in a form that the client can use, with the issues ranked by significance and linked to the protections needed in the transaction documents.
Deal structure
We advise on whether to acquire shares or assets, how the purchase price is to be paid, deferred or adjusted, and how risk is allocated between the parties, taking into account the effect on existing contracts, employees, financiers and B-BBEE credentials. We set out the options and their consequences early, before positions harden, so that the structure supports the commercial deal rather than complicating it.
Transaction documents
We prepare and negotiate term sheets, sale of shares and sale of business agreements, warranties and indemnities, conditions precedent, restraints and transitional arrangements, and the board and shareholder resolutions required to approve and implement the transaction. We draft with the closing in mind, so that every condition and deliverable is clear and the documents can be implemented without further negotiation. We keep a clear issues list so that both sides know what remains open.
Joint ventures and business partnerships
We structure and document joint ventures and business partnerships, whether incorporated or contractual, including governance, funding obligations, profit-sharing mechanics, exit provisions and the management of conflicts between partners. The best joint ventures plan for disagreement and exit from the start. We help partners agree those terms while the relationship is good, so that the arrangement can survive changes in strategy or ownership.
Empowerment transactions
We advise on B-BBEE ownership and partnership transactions, including the structure of the equity participation, the funding arrangements and the safeguards required to avoid fronting risk. We work with the client's verification and financial advisers so that the transaction delivers the intended credentials and stands up to scrutiny. The documents protect both the business and its empowerment partners.
Private equity and co-investment
We advise investors, founders and companies on private equity investments and shareholder co-investment transactions, including term sheets, subscription agreements, shareholders' agreements and conditions precedent. We negotiate the investor protections, information rights and exit provisions that define the relationship between investors and founders after the deal.
Approvals, closing and post-closing
We identify the consents and approvals a transaction may require, manage the fulfilment of conditions, coordinate closing deliverables, and attend to post-closing steps such as share transfers, filings and the integration of governance documents. A clear closing checklist keeps every party aligned on what is outstanding. After closing, we make sure the company's records, registers and constitutional documents reflect the new position.
Who we work with
Business owners selling all or part of their business; companies and investors acquiring shares or assets; parties entering joint ventures and partnerships; empowerment partners; and boards that need to understand and approve a transaction.
How we work
Senior involvement throughout
The adviser who scopes the transaction is the adviser who negotiates and closes it.
Clear, ranked advice
We report due diligence and negotiation points in order of importance, so that time is spent on what matters most.
Coordination
We work closely with the client's financial, tax and technical advisers so that the transaction moves as one.
Common questions
Should we buy the shares or the business?
It depends on the liabilities you are prepared to take on, the contracts and licences that need to transfer, the tax position and the treatment of employees. We set out the options and their consequences before the structure is fixed.
Do you advise on cross-border transactions?
Yes. Our transaction work has included Zambia, the DRC, the UK, Europe, the UAE and the US, and we coordinate with advisers in other jurisdictions where local advice is required.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.