M&A is a branch of corporate law that deals with companies purchasing and/or merging with other companies. Corporate law comprises all the legal issues corporations face in daily transactions. It is more than just buying a company. It includes joint ventures, partnerships, and minority investments. M&A lawyers must be familiar with all of these legal areas to navigate a transaction successfully.

A transaction involves a prospective buyer conducting due diligence on a target company, negotiating price and deal terms, and then executing a definitive purchase agreement. The entire process can take several months to complete.

Due diligence is a fundamental step in any corporate M&A transaction. It involves a thorough investigation of the target company’s affairs, including its operations, finances, IP, legal compliance, employment matters, environmental issues, ongoing or potential disputes, and more.

Lawyers play a crucial role in this process. They examine contracts, assess regulatory compliance, and ensure that the target company does not pose any hidden risks. A well-conducted due diligence process helps identify any issues that could delay or derail the deal—or worse, lead to legal action after completion.

Modern legal teams often use technology tools, such as legal billing and document review software, to streamline this process and flag potential risks more efficiently.

A deal’s structure refers to how the transaction is legally and financially arranged. While people often focus on the financial side—such as whether payment is made in cash, shares, or a mix—the legal structure is equally important.

Key considerations include:

Corporate lawyers advise on the most suitable structure, ensuring the client’s interests are protected and minimising legal risks.

These are legal statements made by the seller about the state of the company. They cover matters such as compliance with laws, tax affairs, contracts, authority to sell, and share capital.

If any of these statements turn out to be untrue after the sale, the buyer can bring an indemnity claim—meaning they can ask for compensation or damages. For this reason, they are a critical part of the sale agreement.

Sellers and their lawyers often try to limit the number or scope of these statements to reduce future liability, arguing that not all issues are within their full knowledge or control.

These are standard provisions in most M&A transactions, especially where the target company operates in a service-based industry.

A non-compete clause prevents the seller or key employees from setting up a rival business after the sale. A non-solicit clause stops them from trying to lure away existing clients or employees.

For example, if a tech company buys a start-up, it wouldn't want the founders to immediately launch a similar business using the knowledge and contacts they have gained.

These clauses must be reasonable in scope and duration to be enforceable under UK law.

Indemnity clauses protect the buyer if problems arise after the deal completes – especially issues that weren’t disclosed or that breach the terms of the agreement.

For example, if the seller failed to disclose a legal dispute or tax liability, the buyer might be entitled to compensation. In serious cases, such as fraud or intentional misrepresentation, the indemnity could include cancelling the transaction or requiring the seller to pay back a portion of the sale price.

These clauses are often heavily negotiated, with sellers seeking to cap their liability or limit the duration of any indemnity period.

When a company has multiple shareholders selling their shares, a key legal issue is: who is responsible if there’s a claim for damages?

Under joint liability, every seller is responsible for the full amount of any claim – regardless of their shareholding. Under several liability, each seller is only responsible for their actions or omissions.

For example, the CFO might be liable for financial misstatements, while the CTO wouldn’t be – unless the problem related to technology or systems.

Buyers usually prefer joint liability for stronger protection, but sellers often push for several liability to avoid being penalised for others’ actions.

Before a transaction becomes legally binding, certain closing conditions must be satisfied. These are the final requirements that must be met for the deal to go ahead.

Common examples include:

Buyers often request a high level of shareholder approval—sometimes over 80%—to avoid complications such as minority shareholders bringing legal challenges or refusing to sell their shares.

As a trainee, you will support the Corporate team throughout the lifecycle of a transaction. In a typical M&A transaction, you will often be involved in the following key stages of work:

The most regular responsibility of a Corporate trainee is to prepare or review the ancillary documents. These are the necessary supporting documents required to give effect to the wider transaction. These will often include:

More generally, the trainee’s role will be to help project manage the transaction by coordinating internally with the rest of the team, with the clients and with all the other external parties involved in the transaction in order to complete the deal and to meet the client's objectives.

Ancillary Documents

Ancillary documents are supplementary legal documents that give effect to the main transaction. They handle formalities like transferring ownership, updating company records, and meeting regulatory or contractual requirements.

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