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Hello. Welcome to the first module
of the course.

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

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

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an office specializing
in this type of operations.

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I'm glad you're here
to explore together

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

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for its acronym in English.

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You may have
heard of this before,

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

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Don't worry.

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We are here to clear up
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
the purchase or sale of companies.

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It is a process
that is certainly complex

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

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whether it is an industrial buyer,
a fund, etc.

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Now you might be wondering:

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

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Imagine, for example,
that you have a company

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

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

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could provide you with
the capital, the infrastructure

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and the support needed
to take your business to the next level.

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

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Conversely, if you're considering
selling your company

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an acquisition by another company
in the sector or by a fund

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

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how your creation continues
to grow under new direction.

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

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access new markets
or products, or even solve

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financial problems.

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Sometimes selling your company
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
or owner of an SME, you could receive

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an interesting financial reward.

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Startups and SMEs
are often in an interesting position

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in the world of M&A

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precisely because they have
significant growth potential.

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Large companies
seek to acquire innovation and also

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new technologies
and that's where startups shine.

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In short, M&A operations
are a powerful tool

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

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Throughout this course

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you'll learn to seize those opportunities
effectively and safely

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

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Now that we have established, in
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
of an M&A process.

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Let's get to it.

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

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

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The objectives are defined
and the process is prepared.

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What are you looking for? Sell?

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Merge with another company?
Acquire another company?

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

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

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Once the objectives
have been defined,

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

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This may involve approaching
potential buyers or sellers.

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

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financial advisors, as we will see
later, who will direct

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the sales process in an
organized manner, usually through

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of a competitive process
to maximize price.

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Although there may sometimes
be processes that are

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one to one,
not directly with a counterparty,

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directly with a
previously selected buyer.

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OK.

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Next, a stage begins
with the various preliminary agreements.

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Before sharing sensitive information
and moving forward in the process,

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the normal thing is to sign
a confidentiality agreement

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to protect both parties
and a preliminary agreement of intentions.

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We will see it in detail
below.

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But you should keep
in mind at this point that

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The terms of the transaction are
negotiated in this agreement of intentions

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and the main aspects such as
price and other conditions.

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The next typical stage
is due diligence,

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which consists of
an exhaustive investigation

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

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Basically, the purchasing company
does a thorough investigation.

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which is going to be acquired
and reviewed from the finances

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to contracts, employees
and any legal issues.

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

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every corner of a house
before buying it.

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Finally, once the process has advanced,

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we have the sales contract
and the closing of the transaction.

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

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and the transaction is completed.

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In later modules we will see
all the relevant aspects

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of the sales contract
and the closing of the transaction.

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After closing
comes the integration phase,

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in which work
is being done to combine

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the operations of both companies
effectively.

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

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

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Knowing this structure
will help you navigate the process.

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

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

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

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and that you internalize some
of the most relevant concepts.

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

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

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See you in the next video.