The M&A Process from the Buyer's Side: Key Steps

Category: M&A · Acquisition Reading time: 2 min

Acquiring a business is a marathon. There are moments where you can breathe — and moments where your lawyer is indispensable. Here's the roadmap of an acquisition, from first approach to closing.

Step 1 — The approach and the NDA

Before any information is exchanged, you sign a non-disclosure agreement (NDA). It may seem like a formality, but a poorly drafted NDA can create real problems if the negotiation falls through. This is the lawyer's first point of intervention.

Step 2 — The Letter of Intent (LOI)

The LOI sets the broad terms: indicative price, deal structure, exclusivity period. It isn't generally legally binding on substance, but it commits the parties morally and frames everything that follows. Your lawyer ensures you're not unnecessarily tied in, and that the critical points — exclusivity, conditions precedent — are properly covered.

Step 3 — Due diligence

This is the audit phase: your lawyers, accountants and specialists go through the target with a fine-tooth comb. Contracts, litigation, tax, HR, intellectual property. Every risk identified either becomes a warranty clause in the contract or an argument to adjust the price.

⚡ Critical moment: The due diligence report is the foundation of the entire final negotiation. This is where your lawyer has the greatest impact.

Step 4 — The SPA (Share Purchase Agreement)

The main contract. It covers the price and its adjustment mechanisms (earn-out, locked box), representations and warranties, conditions precedent (financing, regulatory approval), and the seller's post-closing obligations. Negotiation can take several weeks.

Step 5 — Signing and closing

The signing is the execution of the contract. The closing is the actual transfer of shares and payment of the price. The two can happen simultaneously or be separated if conditions precedent need to be satisfied first.

Step 6 — Post-closing

The deal isn't done at closing. Your lawyer remains essential for managing warranty claims and the legal integration of the acquired company.

🎯 The takeaway: Your lawyer isn't there to complicate the deal. They're there to prevent you from discovering after closing what you could have seen before.