What You Need To Know

Our team of specialist Corporate Solicitors provide advice to a broad range of clients including PLCs, SMEs, owner-managed businesses, management teams, private equity investors and serial entrepreneurs on all aspects of mergers and acquisitions (M&A).

Structure of a Merger

A merger may be structured in a variety of ways, but typically:

  • Under a merger by transfer of shares, the shareholders of two or more companies transfer their shares to a new holding company formed for the purpose, in consideration for the issue of shares in the new holding company (see Acquisitions and disposal of shares); or
  • Under a merger by transfer of assets, two or more companies transfer their respective undertakings and assets to one of their number or to a new company formed for the purpose, in consideration of the issue of shares to the transferor company(ies) (see Acquisitions and disposal of assets).

Key Features of a Merger

A key feature of a merger transaction will be the basis upon which the shareholders work together and manage the combined business moving forward. These arrangements will be documented in a shareholders’ agreement and new articles of association for the new venture. Such arrangements will vary considerably from case to case, but some of the more important areas to be considered are as follows:

  • The object and scope of the venture;
  • The capitalisation and financing of the company;
  • The composition of the board and management arrangements;
  • Distribution of profits;
  • Transferability of shares in different circumstances;
  • How intellectual property is to be owned and exploited;
  • Provisions for protecting the minority (if any);
  • Resolving a deadlock in relation to decision-making;
  • Exit of shareholders; and
  • Restrictive covenants on the company and the shareholders.

Prior to a merger, the participating companies are usually either carrying on the same kind of business in competition with one another or are engaged in businesses which are complementary (such as manufacturing and marketing the same range of products).

After the merger, any competition between the merging companies ceases. Consequently, a merger may raise complications regarding competition law, although in some cases the effect of the merger may not be significant because the participating businesses possess only a small share of the relevant market.

Our Approach & Our Experience

Our ethos is to provide our clients with high-quality legal advice from highly experienced, specialist solicitors, but on a much more cost-effective basis.

We work closely with our clients to ensure that we meet their expectations both in terms of their objectives for a particular piece of work and in relation to costs. We are friendly, approachable and clear in our advice. We understand that a common-sense approach is often required.

As standard practice, we give our clients an estimate of the costs involved in undertaking any piece of work at the outset. We can then provide costs updates on a regular basis. In addition, where appropriate, we are happy to discuss other pricing models (for example, fixed fees) if that is helpful to you.

Our Promise & Core Values

Our Promise

The Myerson Promise - Our Partners, team of lawyers and support staff commit to giving our clients more.

To always give you clear, jargon-free advice.
To be completely transparent about our fees from the outset.
Progress every matter in an efficient and timely matter.

Our Core Values

Our core values are at the centre of everything we do.

We are always professional but ensure that we are friendly and approachable.
We are determined and enthusiastic about supporting our clients and our people.
We willingly take responsibility and can be relied on to be commercial, effective and efficient.

Meet Our Specialists

Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.

Mohammed Akeel Latif

Mohammed Akeel Latif

Akeel is a Partner and Head of the Corporate Commercial department at Myerson

Andrew Brown

Andrew Brown

Andrew is a Partner in our Corporate Commercial department

Carla Murray

Carla Murray

Carla is a Partner in our Corporate Commercial department

Scott Sands

Scott Sands

Scott is a Partner in our Corporate and Commercial department


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