Hello. Welcome to the first module of the course.
on legal aspects in the purchase and sale of startups and SMEs.
My name is Juan Manuel Pérez and I am a founding partner of Aktion Legal,
an office specializing in this type of operations.
I'm glad you're here to explore together
the world of business sales, better known as M&A
for its acronym in English.
You may have heard of this before,
or maybe it's a completely new term for you.
Don't worry.
We are here to clear up all your doubts.
Let's start with the basics.
What is this M&A thing?
When we talk about M&A we refer to
basically the purchase or sale of companies.
It is a process that is certainly complex
and which, logically, consists of a company being acquired by a third party,
whether it is an industrial buyer, a fund, etc.
Now you might be wondering:
How can this type of operation benefit your startup or SME?
Imagine, for example, that you have a company
with an innovative product, but you need resources to grow and scale.
Well, an M&A operation, in which you acquire another company,
could provide you with the capital, the infrastructure
and the support needed to take your business to the next level.
In addition, you could access a wider network of clients and collaborators.
Conversely, if you're considering selling your company
an acquisition by another company in the sector or by a fund
It can be a great way to capitalize on your investment and see
how your creation continues to grow under new direction.
In short, an M&A transaction can help you grow quickly,
access new markets or products, or even solve
financial problems.
Sometimes selling your company to a larger company or to a fund
is the best way to secure your future.
In addition, as an entrepreneur or owner of an SME, you could receive
an interesting financial reward.
Startups and SMEs are often in an interesting position
in the world of M&A
precisely because they have significant growth potential.
Large companies seek to acquire innovation and also
new technologies and that's where startups shine.
In short, M&A operations are a powerful tool
that can open doors for your business that you may not have considered.
Throughout this course
you'll learn to seize those opportunities effectively and safely
and how to navigate the various legal aspects most relevant to that process.
Now that we have established, in broad terms, what this M&A thing is
and how it can be useful for you,
Let's go with the basics
and the usual structure of an M&A process.
Let's get to it.
An M&A process generally follows several stages, six stages.
The first, the initial stage, would be that of preparation.
The objectives are defined and the process is prepared.
What are you looking for? Sell?
Merge with another company? Acquire another company?
It is essential to be clear about all this from the beginning.
Then there would come a phase of searching and making contacts.
Once the objectives have been defined,
It is about identifying potential companies that align with your goals.
This may involve approaching potential buyers or sellers.
and the normal thing is to do it with the help of advisors specialized in M&A,
financial advisors, as we will see later, who will direct
the sales process in an organized manner, usually through
of a competitive process to maximize price.
Although there may sometimes be processes that are
one to one, not directly with a counterparty,
directly with a previously selected buyer.
OK.
Next, a stage begins with the various preliminary agreements.
Before sharing sensitive information and moving forward in the process,
the normal thing is to sign a confidentiality agreement
to protect both parties and a preliminary agreement of intentions.
We will see it in detail below.
But you should keep in mind at this point that
The terms of the transaction are negotiated in this agreement of intentions
and the main aspects such as price and other conditions.
The next typical stage is due diligence,
which consists of an exhaustive investigation
where financial, legal and operational aspects of the company are analyzed .
Basically, the purchasing company does a thorough investigation.
which is going to be acquired and reviewed from the finances
to contracts, employees and any legal issues.
We will see this point later, but it is as if you were reviewing
every corner of a house before buying it.
Finally, once the process has advanced,
we have the sales contract and the closing of the transaction.
In this decisive phase the sales agreement is negotiated and formalized.
and the transaction is completed.
In later modules we will see all the relevant aspects
of the sales contract and the closing of the transaction.
After closing comes the integration phase,
in which work is being done to combine
the operations of both companies effectively.
As you can see, a typical M&A process has several stages.
and all of them are crucial to ensure a successful operation.
Knowing this structure will help you navigate the process.
with more confidence and understanding what to expect at each stage.
We will see the details of each of these stages throughout the course.
For now, the idea is that you become familiar with the most common steps.
and that you internalize some of the most relevant concepts.
See you in the next video where we will discuss who the actors are.
and what are the usual risks in this type of process.
See you in the next video.