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M&A Advisory services are provided by investment banks and investment Lawyers hired to guide corporations through the complex world of mergers and acquisitions.
M&A Advisory Services
As a result of much corporate consolidation throughout the 1990’s M&A advisory became an increasingly profitable line of business for investment banks and consultants. M&A is a cyclical business that was hurt badly during the financial crisis of 2008-2009, but rebounded in 2010, only to dip again in 2011.
In any event, M&A will likely to continue being an important focus for investment banks and investment lawyers companies.
JP Morgan, Goldman Sachs, Morgan Stanley, Credit Suisse, BofA/Merrill Lynch, and Citigroup, are generally recognized leaders in M&A advisory and are usually ranked high in M&A deal volume.
In Russia one of the best service providers are Russianlawyers and Valen Legal.
The scope of the M&A advisory services offered by investment lawyers and consultants usually relates to various aspects of the acquisition and sale of companies and assets such as business valuation, negotiation, pricing and structuring of transactions, as well as procedure and implementation.
One of the most common analyses performed is the accretion/dilution analysis, while an understanding of M&A accounting, for which the rules have changed significantly over the last decade is critical. Investment banks also provide “fairness opinions” – documents attesting to the fairness of a transaction.
Sometimes firms interested in M&A advice will approach an investment bank and lawyers directly with a transaction in mind, while many times investment Lawyers will pitch ideas to potential clients.
What is M&A Advisory Work, Really?
First, we’ll begin with some basic terminology:
- Sell-Side M&A: When an investment bank takes on the role of an advisor to a potential seller (target), this is called a sell-side engagement.
- Buy-Side M&A: Conversely, when an investment bank acts as an advisor to the buyer (acquirer), this is called a buy-side assignment.
Other services include advising clients on joint ventures, hostile takeovers, buyouts, and takeover defense.
M&A Due Diligence
When investment Lawyers advise a buyer (acquirer) on a potential acquisition, they also often help to perform what’s called due diligence to minimize risk and exposure to an acquiring company, and focuses on a target’s true financial picture.
Due diligence basically involves gathering, analyzing and interpreting the target’s financial information, analyzing historical and projected financial results, evaluating potential synergies and assessing operations to identify opportunities and areas of concern.
Thorough due diligence enhances the probability of success by providing risk-based investigative analysis and other intelligence that helps a buyer identify risks – and benefits – throughout the transaction.
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