Business transactions such as mergers, acquisitions and EPO´s often require the performance of a legal due diligence investigation.

 

A legal due diligence consists of a scrutiny of all, or specific parts, of the legal affairs of the target company with a view of uncovering any legal risks and provide the buyer with an extensive insight into the company’s legal matters. Additionally, a legal due diligence often improves the buyer’s bargaining position and ensures that necessary precautions in relation to the transaction be taken.

 

Scope of Legal Due Diligence

 

The objectives of a legal due diligence exercise may vary from case to case. Some of the basic objectives may, however, be summarized as follows:

 

• Gathering of information from the target company,
• Uncovering of the target company’s strong and weak sides, relevant risks and advantages in connection with the transaction,
• Minimizing the risk of unexpected situations,
• Improvement of the seller’s bargaining position,
• Identification of areas where representations and warranties from the seller
• Should be obtained in the acquisition agreement.

 

Extent of the Legal Due Diligence

 

The precise extent of a legal due diligence depends on the activities of the target company and the nature of the transaction. Bender von Haller Dragsted has particular expertise in transactions involving companies with focus on IT and other areas of new technology. Typically, transactions involving companies of this nature involve focus on the following areas, which all form part of BvHD’s area of expertise:

 

• IT-law and IT-contracts
• Intellectual property rights
• Company Law
• Financing
• Employment Law
• Data Protection Law
• Consumer Protection Law
• General contract law
• Legal disputes and other kinds of conflicts
• Marketing Practices regulation
• National and EU-competition Law
• Public procurement Law.

 

The findings made during a legal due diligence process will be summarised in a due diligence report, offering a complete picture of the target company’s legal situation. In addition to conveying a general overview, the report will clearly flag those areas, which require particular attention thereby making it easier to evaluate the impact of the legal findings on the acquisition as a whole. Further, the report will often pinpoint those areas where specific representations and warranties are needed, including a suggested wording hereof.

 

BvHD

 

BvHD is a modern law firm with particular focus on the legal aspects of new technology including information, network technology and e-commerce.

 

At BvHD we engage some of the leading experts in Denmark within our areas of expertise. Furthermore, our strong focus on new technology enables us to speak the same language as our clients both in business and technical terms. We also utilise our expertise to develop new and innovative products, which provide our clients with easy and fast access to our know-how.

 

BvHD’s Due Diligence Know-how

 

BvHD has extensive know-how with regard to legal due diligence investigations as well as all other parts of business acquisitions. Our know-how includes all tools and documents needed in the process, such as due diligence request lists, data room instructions, non-disclosure agreements as well as templates for business acquisition agreements and similar agreements.

 

When we undertake a due diligence assignment, a partner will be allocated to the project to ensure an efficient co-ordination and an effective performance of the legal due diligence. The responsible partner will appoint a suitable due diligence team to carry out the investigation.

 

If the assignment requires knowledge on foreign regulation or areas outside our areas of expertise, we may – subject to our client’s prior approval – subcontract such parts of the assignment to foreign or Danish colleagues with the necessary qualifications.

 

More Information

 

For more information on BvHD and our working methods, please visit our web-site at www.bvhd.dk or contact partner, attorney-at-law Jesper Langemark at or partner, attorney at law Kasper Heine.