02Contracting & Negotiations
A transaction, from term sheet to completion
Deal structuring, contract drafting, negotiation, joint ventures, financing and security, and the post-completion filings people forget.
A transaction, from mandate to the tail
The stages after completion are the ones that get missed, and they carry statutory deadlines.
Instructions confirmed, conflicts cleared, and your role in the deal defined.
Tax, exchange control, foreign ownership limits, and what a change of control does to any sector licence.
Heads of terms, and which provisions bind — exclusivity, costs, confidentiality, governing law.
Scope agreed, data room opened, request list issued, red-flag report delivered.
First draft, then negotiation rounds. The number of rounds is the best predictor of over-run.
Change-of-control approval from the Central Bank or the NCA, and foreign investment registration.
Execution versions, signature pages held to order, warranties brought down.
Tracked item by item against a longstop date — the single most important date on the deal.
Funds flow, deliverables exchanged, board meetings held, escrow released.
Registration of transfers, statutory registers updated, share certificates, charge registrations. These carry statutory deadlines and are the classic missed one.
Escrow release, warranty claim period, restrictive covenants — each diarised before the file closes.
Before we start
What we need from you.
- The entity's constitutional documents and registration
- Who is authorised to instruct us, and evidence of that authority
- Identity and ownership up to the ultimate beneficial owner
- Any prior correspondence with the regulator, including file references
- The commercial deadline you are working to, and what drives it
Also within this work
- Deal structuring and term sheet advisory
- Contract drafting and review
- Commercial negotiations
- Mergers and acquisitions
- Joint ventures and shareholder agreements
- Financing and security agreements
- Employment contracts and HR frameworks
- Intellectual property registration and protection
- Foreign investment registration
Speak to the partner who would run this.
A partner reads every matter, and a partner will answer.
Speak to the firm