Piers Dryden Beyond Corporate Beyond these usual points, did you encounter any challenges during the transaction? If so, how did you overcome them? We already had a very deep knowledge of the company itself and played a supporting role to the seller and the company in that regard whilst primarily focusing on advising and representing management in the deal. It was important to manage everyone’s expectations as to our specific role and the limits around it – in particular that we did not act for the seller. It is also important to bear in mind that, when acting for management on an MBO, it is the investor which controls the timetable and it is important to be highly responsive. Finally, management teams often have not undertaken similar transactions before, as was the case here. We were therefore keen to ensure that our clients had sufficient support and explanation of the process and the relevant documents. In addition, our clients were taking on a significant amount of responsibility and risk and, and in some cases, putting their own money into the deal. It was therefore very important we were sensitive to these pressures and ensured that they were comfortable with the whole process. How did you work with the other firms involved in the transaction to ensure a positive outcome for all? As well as working very closely with the management team, we also worked with DWF, who were acting for NVM, to negotiate the equity documents on behalf of the management team. We simultaneously worked with Pannone, who were acting for the seller, supporting them in their response to the investor’s due diligence requests and in their disclosure exercise in relation to the warranties given by the seller under the SPA. We also liaised with Seneca and Claritas to ensure that the financial aspects of the transaction were accurately reflected in the legal documentation and that the client was therefore getting what they expected from the deal. 68 LAWYERMONTHLY JANUARY 2023
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