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Hello.

Welcome to the first module of this 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 Acción Legal,

an office specializing
in this type of operations.

I'm glad you're here
to explore together

the world of business buying and selling,
better known as

and by 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 Lehman thing?

When we talk about manoy
we basically refer to the purchase

or sale of companies.

It is a process that is certainly complex

and which logically consists of
a company being acquired by 1/3,

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

Now you will wonder

And 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 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.

On the other hand,
if you are thinking of 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.

Ultimately, a management operation
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

It 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 today's world,

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, handling operations
are a powerful tool that

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

Throughout this course

You will discover how to take advantage of these
opportunities effectively and safely,

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

Now that we have
broadly established what this is about,

and what can it be useful for?

Let's go with the basics

and the usual structure
of a manner process.

Let's get to it.

A management process generally
follows several stages six stages.

The first initial stage would be
that of preparation.

The objectives are defined
and the process is prepared.

What are you looking for? Sell, Merge, 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 specialized advisors,

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

the sales process in an organized manner,
usually through

a competitive process
to maximize price.

Although there may sometimes
be processes that are

one to one,
not directly with a counterpart,

directly with a previously selected buyer
.

OK.

Next, a stage begins
with the various preliminary agreements.

which implies.

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 this in detail
in the next module.

But what you should keep in mind
at this point is that they are negotiated

in that agreement of intentions
the terms of the transaction

and the main aspects such as price
and other conditions.

The next typical stage
is that of diligence,

which consists of an
exhaustive investigation where the following are analyzed:

Financial, legal and operational aspects
of the company

And basically the purchasing company
does a thorough investigation.

to which it is going to be acquired
and reviews all 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

phase of 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 in detail all the aspects

relevant to the sales contract
and the closing of the transaction.

Finally, after the closing,
comes the integration phase in the

that work is being done to effectively combine the operations of both companies.

As you can see,
a typical 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 understand 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.