M&A: legal, tax and financial support on extraordinary transactions
Structuring of extraordinary transactions
Our services for M&A
M&A Advisory
M&A Legal
Seamless Service on M&A activities
We jointly define with our clients the most effective strategy for achieving their objectives, identifying the most appropriate counterparties and/or business partners to start negotiations with and analyzing the legal, tax and financial implications for the optimal structuring of the transaction.
With the support of in-house professionals with recognized experience in corporate finance, corporate law and domestic and international taxation, we guarantee that our transaction structuring process takes into account all relevant aspects.
As members of the Andersen Global network, we also provide comprehensive and coordinated cross-border support, with a single point of contact for transactions involving multiple jurisdictions, ensuring personalized professional service aligned with each client’s needs.
We assist Italian and international companies, private equity funds, family offices, investment banks and institutional and private investors, providing a team of consultants and professionals with multidisciplinary skills and specialized experience in multiple sectors, including energy & utilities, oil & gas, real estate, banking & finance, media, infrastructure and transportation.
Structuring of extraordinary transactions
We accompany clients along the entire path of extraordinary finance transactions, offering integrated consulting that covers acquiring and selling (both majority and minority) company equity investments, capital transactions, mergers, spin-offs, transformations and asset contributions.
We also provide support in managing financing/(re)financing transactions as well as corporate and group restructuring, supporting companies in redefining their structure with an approach that ensures tax and functional optimization.
We also assist companies and managers in structuring share incentive plans, including management incentive programs and carried interest schemes, aimed at aligning stakeholder interests and enhancing internal leadership.
Our services for M&A
We provide services in transactions involving the sale and purchase of minority, majority, and total ownership equity investments, as well as of companies and business units, including as add-ons to support external growth strategies or build-up processes and corporate business combinations through contributions of equity investments to a holding company or corporate mergers. We assist in restructuring corporate groups and planning investments in Italy and abroad as well as family ownership reorganizations.
At the pre-deal stage, our team helps identify the potential legal and tax structure of the transaction and the best perimeter of the deal, to then start up talks with potential counterparties and/or business partners.
During the deal, our actions concern:
- Defining the preliminary terms and conditions of the operation.
- Conducting legal, tax, financial and accounting due diligence
- Coordinating any additional professionals and technical staff involved by our clients.
We provide consulting in assessing the terms of non-binding offers received in sell-side cases or in formulating them to sellers in buy-side cases.
Sell-side transactions
Sell-side transactions involve sales of (minority or majority) company equity investments, the transfer of business units and capital increases reserved for new investors.
In such circumstances, our action starts with defining the scope of the transaction and designing the most effective strategy, up to initiating contacts with counterparties and setting preliminary terms and conditions.
We support our clients in negotiating the economic and financial terms and conditions of the binding offer and of the contract to purchase quotas or shares (for the disposal of equity interests) or the investment agreement (for capital increases), or the business unit transfer agreement. We also handle drafting and negotiating contracts and business agreements, including guarantees, throughout the signing and closing stages.
Our team provides comprehensive sell-side support, including:
- managing and setting up the Virtual Data Room (VDR)
- coordinating the Q&A process and the expert sessions with potential bidders
- preparing technical documentation: Vendor Due Diligence report, Fact Book, Data Book, Data Pack, etc.
Buy-side transactions
Buy-side transactions involve purchasing (minority or majority) corporate equity investments, business units, or subscribing capital increases reserved for our clients. Again, the main activities we carry out include:
- Designing the most effective strategy
- Defining the scope of the transaction
- Initiating contacts with potential target companies
- Defining the preliminary terms and conditions of the transaction.
We also provide assistance in formulating offers to sellers and in coordinating due diligence activities and the work of the professionals engaged by our clients. We then proceed with negotiating the economic and financial terms and conditions of the binding offer and of the contract to purchase quotas or shares or the investment agreement.
Finally, we support legal professionals in negotiating the contract terms and conditions, outlining the guarantees, and in closing the deal.
M&A Advisory
The M&A Advisory team provides seller- and buyer-side assistance in all stages of the deal, including legal and tax structuring of the transaction as well as, downstream of the due diligence process, mitigating current and/or potential risks and managing collateral resulting from them.
On the sell-side, we provide comprehensive support including:
- Managing and assisting with setting up the VDR
- Coordinating the interactions between companies and consultants
- Managing the Q&A process and expert sessions with potential bidders
- Drafting the Vendor Due Diligence, Fact Book, Data Book, Data Pack.
From the sell-side, we also help to increase the value of the company by pre-emptively valuing potential tax assets and structuring the operation.
On the buy-side, in addition to supporting our clients in defining and managing the identified risks, we are also able to provide assistance in the post-deal phase, to implement and integrate the target within the acquiring group as well as ongoing assistance on both the legal and accounting and tax areas.
Leveraging the specific expertise of our professionals, our support also extends to managing, negotiating and defining any insurance coverage that may be provided for the purposes of the deal (e.g., W&I).
| Activities/Service | Team or Area Involved | Brief description |
| Defining the transaction and contacting potential counterparties and/or business partners | M&A Advisory | Identifying counterparties, starting negotiations, coordinating interactions prior to the transaction |
| Providing assistance in the pre-contractual phase (LOI, NBO and BO) | M&A Legal / M&A Advisory | Drafting and negotiating letters of intent, non-binding offers, and binding offers |
| Conducting tax, financial, legal and payroll due diligence | Deal Structure & Due Diligence (DS & DD) | Auditing and analysis activities in key corporate risk areas, including HR |
| Analyzing ESG profiles in transactions | DS & DD /Advisory | Assessing environmental, social and governance criteria for responsible and sustainable transactions |
| Business structuring: mergers, demergers and contributions | DS & DD | Providing support in designing and implementing extraordinary transactions, taking care of procedural, accounting, tax and legal aspects |
| Tax planning for domestic and cross-border structuring | DS & DD | Tax planning aimed at optimizing corporate structure domestically and internationally |
| Preparing contract documentation and providing assistance in contract negotiation | M&A Legal | Drafting, reviewing and negotiating master contracts (SPAs, QPAs, shareholders’ agreements, etc.) |
| Business valuations | Valuation / Real Estate Valuation & Advisory | Analyzing and defining the value of the target company or units, including with reference to specific real estate assets |
| Business plans and tax review of financial models | Valuation / DS & DD | Developing and reviewing forecasting models, with tax validation and strategic-financial consistency |
| Warranty & Indemnity assistance (insurance coverage under M&A) | DD / DS / M&A Legal | Providing support in structuring and negotiating W&I policies, managing terms and linking with warranty contracts |
M&A Legal
We support our clients at every stage of extraordinary transactions, from first contact to closing, providing comprehensive legal assistance, meeting the client’s specific requirements and focused on efficiently achieving the result.
We will be at your side in defining and negotiating all contractual and ancillary documentation, even in the most delicate and technical steps preceding the execution of the deal. Specifically, we manage the preliminary activities to the closing as well as executing ancillary transactions – called “transition” activities – that are essential to ensure the successful completion of the entire deal.
Our legal team supports our clients in the transfer and contractual regulation of the economic-financial issues of the transaction.
Through opportunities for ongoing discussion with our colleagues who provide financial consulting, with Andersen’s M&A legal team we can also address the financial aspects of transactions, providing vertical expertise and insight. These aspects include:
- determination of fixed and variable prices
- price adjustment mechanisms
- earn-out structures and price complements
- management of leakages
- definition of the financial terms of compensation
- regulation of escrow accounts
- activation of bank guarantees and W&I (Warranty & Indemnity) policies
Seamless Service on M&A activities
We consistently aim to deliver the best possible outcome for our clients in relation to their needs. In providing M&A, our professionals —with the client’s approval— work closely with other Andersen teams, including:
- Business Valuation & Modeling
- Real Estate Valuation & Advisory
- Deal Structure & Due Diligence Services
- Debt Advisory
- Legal Restructuring.
Latest deals
A selection of our deals, success stories, and industries covered can be found in the dedicated section of our website. It offers a clear overview of our expertise, highlighting industries, deal types, and the support we provide on the sell-side, buy-side, and advisory engagements.