vimeo.com/.../1045303515

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.