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Hello. Welcome to the first module[br]of the course.

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on legal aspects in the purchase[br]and sale of startups and SMEs.

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My name is Juan Manuel Pérez and[br]I am a founding partner of Aktion Legal,

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an office specializing[br]in this type of operations.

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I'm glad you're here[br]to explore together

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the world of business sales,[br]better known as M&A

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for its acronym in English.

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You may have[br]heard of this before,

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or maybe it's a[br]completely new term for you.

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Don't worry.

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We are here to clear up[br]all your doubts.

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Let's start with the basics.

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What is this M&A thing?

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When we talk about M&A we refer to

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basically[br]the purchase or sale of companies.

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It is a process[br]that is certainly complex

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and which, logically, consists of[br]a company being acquired by a third party,

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whether it is an industrial buyer,[br]a fund, etc.

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Now you might be wondering:

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How can this type of operation[br]benefit your startup or SME?

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Imagine, for example,[br]that you have a company

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with an innovative product, but you need[br]resources to grow and scale.

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Well, an M&A operation,[br]in which you acquire another company,

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could provide you with[br]the capital, the infrastructure

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and the support needed[br]to take your business to the next level.

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In addition, you could access a wider[br]network of clients and collaborators.

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Conversely, if you're considering[br]selling your company

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an acquisition by another company[br]in the sector or by a fund

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It can be a great way to[br]capitalize on your investment and see

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how your creation continues[br]to grow under new direction.

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In short, an M&A transaction[br]can help you grow quickly,

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access new markets[br]or products, or even solve

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financial problems.

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Sometimes selling your company[br]to a larger company or to a fund

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is the best way to secure your future.

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In addition, as an entrepreneur[br]or owner of an SME, you could receive

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an interesting financial reward.

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Startups and SMEs[br]are often in an interesting position

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in the world of M&A

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precisely because they have[br]significant growth potential.

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Large companies[br]seek to acquire innovation and also

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new technologies[br]and that's where startups shine.

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In short, M&A operations[br]are a powerful tool

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that can open doors for your business[br]that you may not have considered.

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Throughout this course

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you'll learn to seize those opportunities[br]effectively and safely

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and how to navigate the various legal[br]aspects most relevant to that process.

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Now that we have established, in[br]broad terms, what this M&A thing is

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and how it can be useful for you,

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Let's go with the basics

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and the usual structure[br]of an M&A process.

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Let's get to it.

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An M&A process generally[br]follows several stages, six stages.

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The first, the initial stage,[br]would be that of preparation.

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The objectives are defined[br]and the process is prepared.

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What are you looking for? Sell?

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Merge with another company?[br]Acquire another company?

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It is essential to be clear about[br]all this from the beginning.

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Then there would come a phase[br]of searching and making contacts.

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Once the objectives[br]have been defined,

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It is about identifying potential[br]companies that align with your goals.

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This may involve approaching[br]potential buyers or sellers.

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and the normal thing is to do it with the[br]help of advisors specialized in M&A,

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financial advisors, as we will see[br]later, who will direct

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the sales process in an[br]organized manner, usually through

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of a competitive process[br]to maximize price.

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Although there may sometimes[br]be processes that are

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one to one,[br]not directly with a counterparty,

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directly with a[br]previously selected buyer.

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OK.

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Next, a stage begins[br]with the various preliminary agreements.

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Before sharing sensitive information[br]and moving forward in the process,

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the normal thing is to sign[br]a confidentiality agreement

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to protect both parties[br]and a preliminary agreement of intentions.

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We will see it in detail[br]below.

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But you should keep[br]in mind at this point that

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The terms of the transaction are[br]negotiated in this agreement of intentions

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and the main aspects such as[br]price and other conditions.

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The next typical stage[br]is due diligence,

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which consists of[br]an exhaustive investigation

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where financial, legal and operational[br]aspects of the company are analyzed .

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Basically, the purchasing company[br]does a thorough investigation.

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which is going to be acquired[br]and reviewed from the finances

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to contracts, employees[br]and any legal issues.

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We will see this point later,[br]but it is as if you were reviewing

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every corner of a house[br]before buying it.

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Finally, once the process has advanced,

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we have the sales contract[br]and the closing of the transaction.

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In this decisive phase the sales agreement[br]is negotiated and formalized.

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and the transaction is completed.

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In later modules we will see[br]all the relevant aspects

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of the sales contract[br]and the closing of the transaction.

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After closing[br]comes the integration phase,

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in which work[br]is being done to combine

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the operations of both companies[br]effectively.

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As you can see, a typical[br]M&A process has several stages.

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and all of them are crucial to[br]ensure a successful operation.

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Knowing this structure[br]will help you navigate the process.

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with more confidence and understanding[br]what to expect at each stage.

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We will see the details of each[br]of these stages throughout the course.

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For now, the idea is that you become[br]familiar with the most common steps.

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and that you internalize some[br]of the most relevant concepts.

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See you in the next video[br]where we will discuss who the actors are.

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and what are the usual risks[br]in this type of process.

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See you in the next video.