--- title: "M&A and Due Diligence | Pitch" description: "Buying, selling or merging a business needs a structure, a review of what is being transferred and a contract that allocates the risks." url: https://www.pitch.law/solutions/m-a-due-diligence --- [pitch](https://www.pitch.law/) [Solutions](https://www.pitch.law/solutions) [Corporate and M\&A](https://www.pitch.law/solution-categories/corporate-m-a) # M\&A and Due Diligence Buying, selling or merging a business needs a structure, a review of what is being transferred and a contract that allocates the risks. We lead the legal side from preparation to closing. ## The question You are selling your company, buying one, or merging with a partner. You need to know what exactly is changing hands, which risks come with it, who carries them after completion, and what has to happen before the deal can close. If the target depends on IP or data, you also need to know whether it owns what it says it owns. The answers come from a structured review, usually called due diligence, followed by negotiation of the transaction documents. How the deal is built, as a share deal or an asset deal, determines which liabilities move with it. Our overview of [M\&A for growing businesses](https://www.pitch.law/academy/mergers-acquisitions-overview) walks through those choices. Clients come to us in several situations: founders who are approached by a buyer, a group that wants to acquire a competitor or a supplier, a company that prepares an exit in the next year, or an investor taking a significant stake. The earlier we are involved, the more of the findings can be corrected before they affect the price. ## Our approach For a buyer, we plan the review around the target's actual risk profile. Corporate records, key contracts and change-of-control clauses, employment, litigation, regulatory and data protection compliance are standard. Where IP matters, we go further: ownership and chain of title, registrations and gaps, licences in and out. See [what to expect in M\&A due diligence](https://www.pitch.law/academy/m-and-a-due-diligence-what-to-expect) and [IP in due diligence](https://www.pitch.law/academy/ip-due-diligence-guide). For a seller, we run the review first on your own side, so that defects are cured before a buyer finds them. Missing assignments from founders or contractors, unsigned contracts and unclear cap tables are cheap to fix early and expensive to fix mid-deal. We run the process in a [data room](https://www.pitch.law/technologies/data-room) with an index, controlled access and a logged question-and-answer process, which keeps answers consistent and gives the seller a clean record for the disclosure schedules. Contracts in the data room are reviewed with our [contract review technology](https://www.pitch.law/technologies/clause-library-risk-review), which checks them against the firm's playbook and flags issues per clause, such as change of control, assignment or termination, for a lawyer to assess. For the IP side, our [portfolio platform](https://www.pitch.law/technologies/portfolio-renewals) lists the registered rights, their status and the upcoming deadlines. We then turn findings into contract terms: price mechanisms such as escrows, earn-outs and adjustments, warranties and indemnities, conditions precedent, and the disclosure schedules that qualify the warranties. Where the seller must keep supporting the business after closing, we draft a [transitional services agreement](https://www.pitch.law/academy/transitional-services-agreement-after-an-m-a-deal). Counterparty checks belong in the same workflow. EU anti-money-laundering rules, the registers of ultimate beneficial owners and EU sanctions lists all require that you know who sits behind a counterparty. See our note on [sanctions screening and anti-money laundering](https://www.pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know). The review is organised in workstreams: corporate, contracts, employment, IP, data protection and litigation. Each has a named lawyer and a list of questions. Our technology gathers the documents, reads contracts against the playbook and lists the registered IP, but every finding is assessed and rated by a lawyer before it reaches you. We distinguish what must be fixed before signing, what should be priced or indemnified and what can be left to a post-closing covenant. You receive the ratings with our reasons, and you decide how to deal with each point in the negotiation. ## What you get - A deal structure memo comparing share and asset options. - A due diligence report with findings ranked by effect on price, warranties or conditions. - A data room and a managed question-and-answer process. - Negotiated transaction documents with disclosure schedules. - A closing checklist, and post-closing agreements where needed. A lawyer reviews every finding and every document. Tax structuring is coordinated with your tax adviser. Take a Kortrijk engineering company whose owners receive an offer from a foreign group. In a sell-side review we find an unsigned supply agreement, a key employee with no IP clause in his contract and a trademark renewal that is overdue. We correct them, build the data room, and prepare answers to the buyer's request list with one point of contact. During the buyer's review, our technology flags two contradictory answers on the same contract, and we reconcile them before the buyer relies on either. The disclosure schedules then list only what is actually left, and the negotiation focuses on price and warranties and not on surprises. ## Next step Tell us about the transaction, your role in it and the expected timetable. We will propose a scope for the review. [Schedule a meeting](https://www.pitch.law/schedule) or [contact us](https://www.pitch.law/contact-us). ## In short - Share or asset deal structured around tax, liabilities and consents - Buy-side and sell-side due diligence, including IP and data - Structured data room and managed question-and-answer process - Warranties, indemnities and disclosure schedules negotiated - Sanctions and anti-money-laundering checks on counterparties ## Technology we use - [Technology](https://www.pitch.law/technologies/data-room) ### [Data Room and Due Diligence](https://www.pitch.law/technologies/data-room) [One controlled environment for M\&A due diligence, RFI and RFP processes, one-off reviews and recurring scans, with lawyers checking what comes out.](https://www.pitch.law/technologies/data-room) - [Technology](https://www.pitch.law/technologies/clause-library-risk-review) ### [Contract Review](https://www.pitch.law/technologies/clause-library-risk-review) [Send us the contract the other side drafted and we check it clause by clause against our playbook, with a risk ranking an attorney has verified.](https://www.pitch.law/technologies/clause-library-risk-review) - [Technology](https://www.pitch.law/technologies/portfolio-renewals) ### [IP Portfolio, Renewals and Deadlines](https://www.pitch.law/technologies/portfolio-renewals) [Your trademarks, designs, domain names and patents in one view, with deadlines docketed, renewals batched and every computed date confirmed by a person.](https://www.pitch.law/technologies/portfolio-renewals) ## Background reading - [Academy](https://www.pitch.law/academy/m-and-a-due-diligence-what-to-expect) ### [M\&A Due Diligence: What to Expect](https://www.pitch.law/academy/m-and-a-due-diligence-what-to-expect) [What a due diligence review covers in a share or asset deal in the EU, how the process runs, and how the findings turn into price, warranties and conditions.](https://www.pitch.law/academy/m-and-a-due-diligence-what-to-expect) - [Academy](https://www.pitch.law/academy/ip-due-diligence-guide) ### [IP in Due Diligence](https://www.pitch.law/academy/ip-due-diligence-guide) [What a buyer or investor checks about a company's intellectual property, why chain of title is the most common problem, and how a seller can prepare.](https://www.pitch.law/academy/ip-due-diligence-guide) - [Academy](https://www.pitch.law/academy/mergers-acquisitions-overview) ### [M\&A for Growing Businesses](https://www.pitch.law/academy/mergers-acquisitions-overview) [A practical walk through an M\&A deal, share or asset deal, price mechanisms, warranties, change of control and getting from signing to closing.](https://www.pitch.law/academy/mergers-acquisitions-overview) - [Academy](https://www.pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) ### [Transitional Services Agreements](https://www.pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) [What a transitional services agreement covers, the terms that decide whether the handover runs smoothly, and how to plan the exit from the start.](https://www.pitch.law/academy/transitional-services-agreement-after-an-m-a-deal) - [Academy](https://www.pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) ### [Sanctions Screening and AML](https://www.pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) [What EU sanctions and anti-money-laundering rules require from businesses, who must identify beneficial owners, and how screening works in practice.](https://www.pitch.law/academy/sanctions-screening-and-anti-money-laundering-what-every-business-needs-to-know) ## More in Corporate and M\&A - ### [Incorporate a Company in Belgium](https://www.pitch.law/solutions/incorporation) [Setting up a Belgian company means choosing the right form, a sound financial plan, articles and a shareholders' agreement, and making sure the company owns the IP behind the business. We prepare everything and work with your notary.](https://www.pitch.law/solutions/incorporation) - ### [Management Agreement](https://www.pitch.law/solutions/management-agreement) [A director or manager who works through a management company or as a self-employed person needs an agreement that holds up as a mandate and not as employment. We draft it around the law that applies, the company's IP and a clean exit.](https://www.pitch.law/solutions/management-agreement) - ### [Shareholders' Agreement](https://www.pitch.law/solutions/shareholders-agreement) [A shareholders' agreement sets out how the owners run the company, who may sell to whom and what happens when they disagree. We draft it with the articles of association, and make sure the IP stays in the company.](https://www.pitch.law/solutions/shareholders-agreement) - ### [Valuation](https://www.pitch.law/solutions/valuation) [A price for a company or its IP is only as good as the rights behind it. We supply the legal, IP and tax input that makes a valuation stand, whether it serves a funding round, a contribution in kind, a transfer or an exit.](https://www.pitch.law/solutions/valuation) - ### [Funding](https://www.pitch.law/solutions/funding) [Raising capital means getting the company, its IP and its documents ready for investors, then negotiating the deal. We prepare you for the round and carry the legal work through to closing.](https://www.pitch.law/solutions/funding) ## Let’s talk Tell us what you’re working on. We’ll get the right person on it and reply within one business day. The first chat is free. [Schedule a meeting](https://www.pitch.law/schedule)