Mergers & Acquisitions Comparative Guide

1 Deal structure

1.1 How are private and public M&A transactions typically structured in your jurisdiction?

Private M&A transactions: Most private M&A transactions in England and Wales are structured as share purchase deals, under which the entire issued share capital of the target is acquired by the buyer from the seller for an agreed consideration. The target becomes a wholly owned subsidiary of the buyer. All assets and liabilities of the target remain in that entity and in effect are acquired by the buyer by virtue of the acquisition.

The main agreement governing this type of transaction is the share purchase agreement, which is usually accompanied by a separate tax deed under which the seller indemnifies the buyer for the pre-closing tax liabilities of the target.