After reviewing the results of the due diligence deliberations, the parties will engage in the discussion on the content of the contract of sale (SPA – or Asset Purchase Agreement – APA -). These include conditions such as earn-out, guarantees, indemnification, prevention of liabilities , guarantees of payment of the purchase price, non-competition provisions, release of waste paper, continuation of existing financing, authorizations and essential contracts (including with employees, bank, suppliers and real estate). The literal translation of Due Diligence is “Due Diligence”. DD search is first used to learn more about the company to be acquired. The buyer will endeavor to determine whether the business is worth the purchase price and what the risks are associated with the proposed takeover of the business. Normally, a due diligence study focuses on financial, tax, legal and commercial aspects. A confidentiality agreement is an agreement between the potential buyer and the seller. It allows the parties to exchange confidential information (concerning the company). The NDA is concluded in order to allow the potential buyer to have a better knowledge of the company and offers the seller protection in case of breach of confidentiality with additional fines.
Merger or acquisition is a major event for many entrepreneurs. It`s about money, people, opportunities and risks. The process almost always begins with the conclusion of a Confidentiality Agreement (NDA) and then a Memorandum of Understanding (LOI) where the due diligence investigation (DD investigation) begins. After the DD investigation, the potential buyer can decide whether or not to proceed with the purchase. If the process continues, a sales contract is drawn up in English, in English Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) which establishes all the agreements between the buyer and the seller. If the parties have agreed on all the terms contained in the agreement, it will be signed. . . .