Commercial Transactions & Agreements

Commercial Transactions

Joint Ventures

business-lady-othres-in-backgroundIn the current uncertain economic environment, companies on both sides of the border are faced with more challenges and competition. Joint ventures are attractive for businesses today as they boast many advantages. Along with being cost effective it allows venturing companies to gain access to markets in the same industry. Joint ventures can also pose as a reduced risk alternative form of corporate strategy. A recent survey completed by KPMG International in 2009 predicted an increase in joint venture involvement mainly involving cross border transactions in 2010 and 2011.

As business’s goals and strategies change over time it is vital to ensure that a clear and well documented joint venture is created. Morgan McManus Solicitors will guide clients through the entire process – initially evaluating all options available to your business ensuring the joint venture criteria meets your business’s goals, through to the careful negotiation and due diligence of developing a joint venture agreement. Our Solicitors will also ensure proper account of issues including all company law formalities, taxation and employment rights has taken place.

Cross Border Joint Ventures

For information on Cross Border Joint Ventures visit our page on Cross Border Joint Ventures >>

Joint Venture Disputes

For information on Joint Venture Disputes visit our page on Land and Property Litigation >>

Mergers and Acquisitions of SME’s

Growth by acquisition is an inviting option for ambitious businesses. It is a major step for the vitality of the business. Morgan Mc Manus appreciate the magnitude of such a step for businesses and are committed to and focused on our clients’ aims, the delivery of the right solutions and pre-empting legal issues and obstacles in transactions.We act for buyers, sellers, financial advisers and financial institutions on both sides of the border.

At Morgan McManus we tailor every transaction uniquely to suit the needs of each client. Our Solicitors will handle the initial approach, the sensitive process of discussions which lead to an agreement and the formulation of a carefully structured acquisition agreement. The structure is critical and must take proper account of issues including all company law formalities, taxation and employment rights.

Cross Border Mergers

The European Directive 2005/56EC facilitates the carrying out of cross border mergers. The Directive sets out three ways in which a  cross border mergers can be created:

  • Whereby an existing company acquires all of the assets and liabilities of one or more other companies in return for the issue of shares by the acquiring company to the shareholders of those other companies.
  • Whereby two or more existing companies transfer all of their assets and liabilities to a newly formed company in exchange for the issue to their members of shares in that new company.
  • Whereby a subsidiary company transfers all of its assets and liabilities to its parent and is dissolved without going into liquidation.

Depending on the size of the transaction there are a number of steps involved in bringing to effect a cross border merger, including:

  • Drawing up and adoption of common draft terms of merger by the directors of the Irish Company together with the management of each of the other merging companies.
  • Notification of the completion of the merger to the Companies Registration Office for either the registration of the merger or the de-registration of an Irish merging company where the company resulting from the merger is not Irish.
  • Application for Certificate of Compliance
  • Preparation by the directors of the Irish merging company of an explanatory report for the members of that company.

Morgan McManus Solicitors have a sound understanding of what needs to be done to facilitate a joint venture and can carry out all necessary steps efficiently for your business. Contact our office to arrange an appointment with one of our Solicitors to discuss the process further.

Share Sale / Purchase Agreements

A share sale/purchase agreement is a document prepared when shares are being bought and sold. They are particularly useful where the entire share interest is being purchased and simply signing a share transfer form is not appropriate.

Morgan McManus Solicitors prepare share sale/purchase agreements to suit individual needs. Share sale/purchase agreements can vary in complexity from one case to another. Often, the purchase of all the shares in a company will provide a tax efficient mechanism (lower stamp duty 1% v. 6%) for the transfer of land or business assets owned by a company. Warranties and indemnities are generally required from the seller of the shares in order to protect the buyer against hidden company liabilities. “Due diligence” is required of the assets of the company as a matter of financial consequences such as tax compliance, lawsuits, and employee issues. Specific liabilities may remain with the seller and therefore it is important that good legal advice is sought in relation to these agreements.

Our Solicitors advise clients to arrange for their accountants to vigorously examine the finances of the target Company before proceeding to purchase it. Please note that Fergal McManus Solicitor of Morgan McManus is a registered Tax Consultant as well as a Solicitor and will be able to advise clients legal and tax implications concerned with share sale/purchase agreements.

We advise on:

  • Purchase of shares or purchase of assets and liabilities only is appropriate
  • Choice of same
  • Stamp Duty considerations
  • Revenue and unidentified liability concerns
  • Employment matters
  • Due diligence
  • Terms and Conditions of Agreement
  • Waranties
  • Disclosure
  • Legal requirements and formalities

Morgan McManus will talk clients through this detailed process and will draft the relevant legal documents such as share purchase/sale agreements, Disclosure Letter etc.

private-clientBusiness Sale Agreements

There are many legal aspects to the sale and purchase of any business which must be carefully considered in advance of a transaction. Morgan McManus will take the time to properly plan and structure the transaction.  Our Solicitors will focus attention on issues such as due diligence, taxation, finance, employment law, compliance, warranties, disclosure, indemnities and restrictive covenants.

If you are selling commercial property, Morgan McManus Solicitors will assist in preparing a sale contract; answering any questions raised by the buyer’s lawyer; negotiating and reaching a binding agreement; completing and securing your money as quickly as possible.

If you are buying commercial property Morgan McManus Solicitors will ensure the seller has a good title to pass onto you; negotiating and obtaining the best contractual terms available for you; carrying out searches to check if there are any problems with the property; satisfying your bankers or other funders; completing your purchase as quickly as possible.

At Morgan McManus our Solicitors are commercially minded in approaching commercial projects. We know it is necessary to concentrate on the commercial realities as well as the legal issues in approach and our lawyers are trained with this approach in mind.

Asset Sale / Purchase Agreements

An agreement of Purchase and Sale of Business Assets is a key document to be used when negotiating to buy or sell a business’s assets. This legally binding agreement contains clauses dealing with the assets to be transferred, purchase price and payment structure, arrangements on completion, warranties of the seller, risks, etc. Assets being transferred may be tangible, such as equipment and stock or intangible, such as goodwill, intellectual property current clients and contracts.

Morgan McManus Solicitors can assist you in preparing asset sale/purchase agreements ensuring that all vital clauses are included.

Business Start-Ups & Formation Agreements

For information on Business Start-Ups and Formation Agreements visit our page on Business Set-Ups >>