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Hello.

Welcome to the first
module of this course

on legal aspects in the purchase and
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 these types of operations.

I'm glad you're here
to explore together

the world of business buying and selling,
better known as

M&A 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 M&A thing?

When we talk about M&A,
we basically refer to the

purchase/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 will wonder,

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

Imagine 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,
infrastructure,

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

In addition, you could have access
to more clients and collaborators.

On the other hand, if you
are thinking of selling your company,

an acquisition by another company
in the industry or by a fund,

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

how your creation continues
to grow under new direction.

Ultimately, an M&A 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

is the best way to secure its 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 M&A world,

precisely because they
have a 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

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

Throughout this course,

you will discover how to leverage 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 M&A is about,

and what can it be useful for,

let's go with the basics

and the typical structure
of an M&A process.

Let's get to it.

An M&A process generally
follows six stages.

The first initial stage would be
the preparation.

The goals are defined
and the process is prepared.

What are you looking for? Selling,
merging, acquiring 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 goals are 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 M&A 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 sometimes there may
be processes that are

one to one,
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 continuing 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 what you negociate

in that agreement of intentions,
are the terms of the transaction

and the main aspects such as price
and other conditions.

The next typical stage
is the due diligence,

which consists of an exhaustive
investigation where we analyze

the financial, legal and operational
aspects of the company,

basically the purchasing company
does a thorough investigation

of the company to be acquired
and reviews all the finances,

contracts,
employees and any legal issues.

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

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,

where we work to effectively
combine the operations of both companies.

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 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 understand
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.