When a company acquires all or a significant part of the shares of a target company, that investor also acquires its liabilities. Therefore, an M&A transaction is usually accompanied by full diligence (“DD”), not only to understand the potential liabilities of the acquirer, but also to clarify important information about the seller, such as. B its actual asset base (fixed assets, contracts, finance, human resources and clients, among others). DD is the basic review or analysis of a target entity conducted by a buyer in order to compile and evaluate information that has a direct impact on the acquisition decision. From a legal point of view, SD is generally applied to corporate documents, general rights and disputes involving the target company, intellectual property (“IP”) and trade secrets, labour, anti-money laundering, anti-corruption, data protection, environmental compliance and others, which may be relevant to the specific sector of the target company. DD is also carried out with regard to the finances of the target company by accountants and accountants. In the case of cross-border M&A whose purpose has assets and operations in different countries, SD must be the subject of several legal services and must be carefully coordinated in order to verify the actual assets and liabilities of the objective with regard to the laws and practices of each site. A fiduciary service is an agreement by which a third party (for example.B. a law firm or bank) temporarily holds the assets associated with a transaction and is responsible for them until it is closed to ensure the safety of the parties. In the case of M&A, all or part of the purchase price may be paid to fiduciary interests in order to protect the interests of the parties. Escrow is particularly useful for holdbacks, earn-outs and purchase price adjustments, as well as a compensation fund deposit (if necessary). Escrow is the subject of a separate agreement and sets out the conditions under which Escrowee may distribute the trust funds or immovable property it distributes on behalf of the parties. .
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