MERGERS AND ACQUISITIONS

Cudjoe & Dotse has expertise in Merger & Acquisitions (M&A) practice area and the Firm and its partners have acted for a number of Ghanaian and multinational corporations. The firm advises its clients on all legal and regulatory aspects of M&A. Our Firm offers a core team of professional experts comprising of considerably experienced M&A lawyers, chartered accountants and company secretaries who are dedicated to providing expected level of professional services on a timely basis. Cudjoe & Dotse’s core M&A Practice Group is assisted by experts from other related key areas such as employment laws, environment regulations, antitrust/competition law, intellectual property, real estate and taxation etc. Our M&A Practice Group is well adept in handling the following important aspects of M&A transactions for its clients:

 

  1. Due Diligences: We conduct extensive Due Diligences, both from legal and commercial perspectives, in order to ascertain the assets and liabilities of the target company/business/asset, based on the underlying records. This includes visiting data rooms, undertaking extensive review of the relevant documents for the relevant past period, conducting interviews with personnel of target company/business and preparing comprehensive DD reports for clients.

  2. Risk Identification, Analysis & Mitigation: Cudjoe & Dotse’s lawyers identify risks involved (legal, financial as well as 

  3. commercial) in the proposed transactions. This activity involves determination of any contingent liabilities, pending litigation, incomplete documentation or reporting, any pending commitments of the target company not recorded in the books of accounts etc. The Firm then advises clients on possibility of formulating an appropriate risk mitigation strategy from legal and regulatory points of view and suggests remedial measures and/or steps to rectify the shortfall or deficiencies on the part of the target company, in complying with the statutory requirements.

  4. Approvals: We offer adequate professional expertise and experience in drafting Scheme(s) of Arrangement under the Companies Act and obtaining approval from concerned Court(s) /Tribunals, in case the client undertakes a ‘court approval’ route of merger/de-merger. In addition, we actively assist clients in obtaining necessary approvals from government agencies, administrative ministries and other government/statutory authorities in M&A transactions wherever such approvals are required.

  5. M&A Documentation: Counsel at our Firm have considerable experience in structuring and negotiating the relatively complicated transaction documentation involved in M&As, including Schemes of Arrangement, Project Finance Documentation, Asset Purchase Agreements, Business Transfer Agreements, Share Purchase/Shares Subscription Agreements, Shareholders Agreements, Joint Venture Conveyance and Mortgage Documents, Franchise Agreements, Technology/IPR Agreements, License and Assignment Agreements, etc. The Firm also provides end to end legal support in negotiating and finalization of the documents required to close the deals.

  6. Closing of M&A Transactions: The Firm has a team of experts who negotiate and provide end to end legal support in closure of the M&A transactions, including reviewing and advising on closing documents.

  7. Transaction Taxes and Stamp Duty Advice: Our M&A team also include tax experts to advise clients on tax planning and other related issues. Stamp duties may pose significant costs on M&A transactions and our team of experts is adept in advising clients on stamp duty laws.

  8. Post-Closing Activities & Compliances: We also advise with respect to post closing compliances including drafting and filing of the necessary documents before the concerned body and in case of requirements sending intimations required under the various contracts.

  9. Management & Operational Support: Cudjoe & Dotse has vast experience in advising clients on the managerial and operational controls including methods of acquiring and exercising management control, representation on Board and management, etc. Cudjoe & Dotse practices utmost strict internal code with respect to conflict of interest and confidentiality expected in handling M&A transactions.