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The M&A firm for success

M&A transactions are becoming more complex, riskier, and are taking longer to complete. We provide cost predictability, outstanding service and through identifying commonly occurring hurdles ensure that deals are undertaken as efficiently as possible.

knowledgeable in their respective fields.

Getting to know us

A truly international firm organized around our clients passion and insight connecting with our clients’ vision commercial advantage where service matters.

Overall, we seek to offer our clients more than just plain vanilla legal advice. Our clients benefit from legal advice that is backed up by experience and judgement in key industry sectors.

We take ownership and are accountable for the role we play, including project management and delivery of the deal on time and to budget.

Our Success

Advised Clients

Locations

Firms Internationally

Integration
planning

We place a strong emphasis on integration planning. Our clients tell us that this is key to their requirements. We seek to assist the transition to new ownership and see our role going beyond completion of the deal.

Risk, regulation and compliance

Increasing regulation and compliance is a key concern to clients executing M&A deals. We have increased our focus on compliance risks that could affect your transaction and we are able to offer forward-thinking expertise in this field across multiple jurisdictions.

Thorough Due Diligence

Building on our focus on technology and our experience of cost-effective project management of complex transactions, we have recently developed an externally hosted cloud-based Due Diligence Tool. It not only enables the global capture of information on a consistent basis through a secure platform but also allows your team members to generate reports according to their preferences (e.g. red flag reports, full reports, or country and/or function-specific reports) and to contact the due diligence team. The tool can also be accessed via tablets and smartphones

Efficiency and value

We recognize that when engaging a M&A firm, you want transparency regarding the legal costs you will incur. We have developed Massachusetts Capital DEC Cost Management, a pricing and reporting system that provides accurate budgets, including for fixed fee arrangements, and helps you avoid surprises.

A M&A firm focused on technology-led businesses

We have an in-depth understanding of technology-led businesses and work with some of the world’s most innovative companies
Strong focus on the technology sector, where the corporate/M&A team draws on substantial industry knowledge.

“The Massachusetts Capital DEC firm bring a lot of business expertise to the table.”

wide range of expertise and strong project management

1. M&A planning

  • Integration planning
  • Acquisition financing
  • Confidentiality agreements
  • Information memorandum
  • Vendor due diligence
  • Virtual data rooms
  • Auction strategy and planning
  • Deal structuring
  • Tax planning
  • Option holders
  • Competition firm
  • Project management

2. Due diligence

  • Red Flag Reports
  • Detailed scoping
  • Coordination with client and external DD teams
  • Input into risk registers
  • Integration foresight

3. Negotiation

  • Parallel bidders (auctions)
  • Sellers with divergent interests
  • Minority shareholders
  • Risk adjustment mechanisms
  • Earn-outs
  • Escrows and retentions
  • Warranty and indemnity insurance

4. Closing

  • Closing conditions
  • Competition filings and clearance
  • Acquisition financing arrangements
  • Key employee arrangements
  • Public company obligations
  • Daytime closing meeting
  • Third-party consents
  • Multiple-party logistics
  • Tax clearances

5. Post closing

  • Transition arrangements
  • Earn-outs
  • Squeeze-outs
  • Warranty and indemnity claims
  • Non-competition/trade secret breaches

6. Integration

  • Client briefings and online tools
  • Corporate restructuring
  • Workforce restructuring
  • Implementation of due diligence recommendations
  • Rationalization of IP and commercial contracts

Online Client Services

Online Client Services sites are secure, password-protected sites that we set up and manage to support both specific matters and the overall client relationship. Client portals form part of the firm’s Client Service Toolkit:

Key benefits:

  • Secure access to documents;
  • Online calendar to track key dates and events;
  • Group tasks list to enable effective project management;
  • Effective full-text searching across the site; and
  • Details of Massachusetts Capital DEC’s primary contacts.

Usage

  • Run an online deal room / data room;
  • Help manage a procurement process;
  • Help manage multi-jurisdictional litigation;
  • Track the progress of a deal (key stages, milestones);
  • Access invoices and ‘work in progress’ reports; and
  • Monitor actual costs against agreed budget.