Mergers & Acquisitions

An M&A transaction is where a company’s entire legal history is tested at once: its cap table, contracts, intellectual property, governance, and compliance all surface under diligence, and the terms negotiated in the deal documents decide who bears which risk for years afterward. Fauri Law advises founders, companies, and investors through acquisitions, sales, and reorganisations — managing risk and maintaining leverage from the first conversation through to closing.

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Why structure and diligence decide it

Whether a transaction is done as a share sale or an asset sale changes the tax, the liabilities you take on, and the consents you need. Diligence decides what the price should really be and which risks the buyer is accepting. And the representations, warranties, and indemnities in the agreement decide who carries those risks for years after closing. The headline number gets the attention; the structure and the agreement decide what that number is actually worth.

Our role across the deal

We act on the company side — for buyers and for sellers — through the whole arc of a transaction:

• Structuring — share versus asset, and how the steps are built, with tax advice coordinated alongside.
• The letter of intent — where more gets locked in than people expect.
• Diligence — run to surface what actually matters, without stalling the timeline.
• The purchase agreement — and the negotiation of representations, warranties, indemnities, and conditions.
• Closing and post-closing — including the steps that are easy to neglect and costly to get wrong.

What we bring to it

Transactions reward judgment and a steady hand when the pressure is on. We keep leverage where it belongs, keep the deal moving, and avoid manufacturing complexity a matter doesn’t need. M&A is bespoke by nature — there’s no kit for it, and we wouldn’t pretend there were. It’s scoped and run as advisory work, by the lawyer responsible for your deal, from the first structuring call to the closing.

The experience behind it

Negotiated transactions reward having seen the situation before. The firm’s work draws on a depth of deal experience few firms of its size can offer — including acting as counsel inside a publicly traded company through a multi-billion-dollar merger, and more than a decade of cross-border M&A and restructuring work in the Middle East. It’s an unusually broad base of transactional experience to bring to deals of any size — and our clients draw on it directly.

Selling? Prepare early

If a sale is on the horizon, the least costly time to fix a cap-table gap, a missing IP assignment, or a loose contract is before a buyer’s lawyers find it in diligence. We do that clean-up too, quietly and ahead of time — and it usually pays for itself in the price. The work you do before going to market is some of the highest-return work in the whole transaction.

Working with your tax advisors

Deal structure drives the tax outcome, so the two have to be built together. We coordinate with your tax advisors as we structure the transaction, and we don’t give tax advice in-house — when a structuring decision turns on tax, your accountant should be in the room before it’s made.

Who we work with

We act for companies acquiring another business, founders and shareholders selling theirs, and growth companies combining or reorganizing. We also act for investors on the corporate side of a transaction. Whichever side you’re on, you work with the lawyer running the deal — from structure through to close.

How we work

• Large-firm experience, boutique focus. The depth of transaction work clients would expect from a much larger firm, delivered at a scale where they’re known rather than numbered.
• Senior attention, directly. You deal with the lawyer responsible for your deal, not a rotating team — the judgment you’re retaining is the judgment doing the work.
• Scoped, and clear on cost. M&A is bespoke, so we confirm what’s actually being asked, and agree scope and approach to cost, before the work starts.
• Direct about leverage and risk. We tell you what’s worth pushing on, what isn’t, and where the deal actually turns.

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Common questions

• Share sale or asset sale? It changes the tax, the liabilities you assume, and the consents you’ll need. The right answer depends on the deal and the tax position — which is why we structure it with your tax advisors rather than by default.
• What is diligence actually for? To establish what the price and the risk should really be. Run well, it protects a buyer and de-risks a seller — and it can be done thoroughly without stalling the timeline.
• What are reps, warranties, and indemnities? They allocate who carries which risks after closing. Much of the negotiation that matters happens here, not on the headline price.
• We’re selling — what should we do before going to market? Fix the cap-table gaps, missing IP assignments, and loose contracts before a buyer’s lawyers find them. This clean-up usually pays for itself in the price.
• Is there a fixed fee for M&A?M&A is bespoke and scoped as advisory work — we won’t pretend a transaction fits a kit.

What comes next

A transaction draws on everything underneath it — the governance and shareholder agreements that control who can approve a deal, the ownership and equity structure and commercial contracts a buyer will examine, and the financinghistory that shaped the cap table. It’s the core of our advisory and transactional work. We can act on a single deal, or as your ongoing corporate counsel across all of it.

If a transaction is coming, talk to us early.

The first decisions carry the most leverage. Tell us what’s on the horizon, and you’ll hear back from the lawyer who would handle it.

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