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7: M&A Zing (Ep. 7) – Let's Talk Legals!

7: M&A Zing (Ep. 7) – Let's Talk Legals!

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Welcome to another weekly recording of M&A Zing - the podcast for acquisition entrepreneurs, search funds, and holdco builders across the UK & Europe. In this episode, hosts Alfie Lambert* and Gareth Hawkins do a quickfire rundown of the key legal documents you’re likely to encounter in an SMB acquisition. From Letters of Intent and Heads of Terms to Share Buyback contracts and *Call/Put Options*, they outline what each covers, why it matters, and how to avoid potential pitfalls. --- Timestamps [00:00:13] Introduction & Welcome [00:01:07] This Week’s News Business Leader Summit & UK sentiment New talent platform for Searchers: SearchFundCareers ETA events in Australia (Brisbane & Queenstown) [00:06:08] Quickfire Episode: Key Legal Docs [00:06:36] (1) Letters of Intent (LOI) Binding vs. Non-Binding Terms Purchase Price & Structure Due Diligence Outline Exclusivity Period Break Fees & Termination [00:09:45] (2) Heads of Terms Core Commercial Points for the SPA Conditionalities, Warranties & Restrictive Covenants Closing Conditions & Dispute Resolution [00:12:25] (3) Shareholders Agreement Voting Rights & Governance Transfer Restrictions & Pre-emption Dividend Policy & Exit Strategy Deadlock Resolution [00:15:48] (4) Share Purchase Agreement (SPA) Price Mechanisms & Adjustments Warranties, Covenants & Indemnities Completion & Post-Completion Obligations [00:18:38] (5) Articles of Association Share Classes & Rights Director Appointments & Removal Decision-Making Processes & Amendments [00:31:10] (6) Call & Put Options Triggering Events & Exercise Periods Valuation Formula & Payment Terms Transfer Restrictions on the Option [00:34:39] (7) Share Buyback Contract Regulatory Compliance & Funding Pricing, Payment Terms, & Tax Implications Impact on Shareholding Structure [00:41:40] Acquisition Incubator Update [00:43:18] Wrap-Up & Sign-Off – “Keep on Crunching!” --- Episode Highlights *Letters of Intent (LOIs)*: The importance of exclusivity, binding vs. non-binding terms, and avoiding “deal fatigue.” *Heads of Terms*: Summarizing your core commercial deal points before the SPA drafting. *Shareholders Agreement*: Governance, voting thresholds, and how future exit events can be shaped. *Share Purchase Agreement (SPA)*: Warranties & indemnities are critical; you need them watertight. *Articles of Association*: The “rulebook” for share classes, director powers, and big decisions. *Call/Put Options*: Powerful for phased acquisitions or “earn-in” scenarios. *Share Buyback*: How a company can buy out certain shareholders, plus the funding & tax ramifications. Disclaimer: Not legal advice—always consult a qualified solicitor or adviser for your specific transaction. --- About M&A Zing Co-Hosted by: *Alfie Lambert*– Co-founder of BizCrunch, multiple-time startup founder & outreach/data guru Gareth Hawkins – Co-founder & CEO of BizCrunch, serial acquirer, M&A investor We focus on the UK & EU micro- to mid-cap M&A scene—helping you navigate the realities of searching, acquiring, owning, and operating SMBs. --- Join the BizCrunch Community Want to attend our episodes *live*, ask questions in real time, and connect with other acquirers & investors? Sign up here: https://www.bizcrunch.co/community Looking# fast-track your first acquisition? Check out the BizCrunch Acquisition Incubator—a focused, eight-week program designed to guide you step-by-step from deal sourcing to completion: https://www.bizcrunch.co/programmes/a... *Community Perks*: Early access to new episodes Private AMAs & M&A resources Networking with other buyers & operators --- Thanks for Watching! If you found this useful, please *like*, *subscribe*, and *turn on notifications*. Got questions or experiences with legal documents? Drop them in the comments—or join our community to chat directly with us.

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