Conflicts between shareholders may arise for varying reasons such as differing opinions on policy, or the efforts made or their quality. It may also involve a power struggle or a simple quarrel that obstructs continued cooperation. With no shareholders’ agreement in place, and if the articles of association provide little to resolve the matter, a deadlock will soon result. Emotions may run high, and calling in a lawyer usually results in long-term, costly legal procedures, with everyone losing in the end. In a case like this, prevention is better than cure.

Diligence has supervised a large number of separation processes in every imaginable sector. In this respect, we always assist one party: either the one that is buying out, or the one being bought out. Based on their longstanding experience, Diligence M&A advisors have the knowledge and expertise to pursue the clients’ best interests. In this way, they act as the adviser and negotiator of every DMS in this complex separation process.

What does Diligence do?

n the first instance, the Diligence M&A specialist will help to find solutions, and negotiates with regard to the question as to who is buying out whom. With a 50% division of shares, this may have already given rise to discussion. Articles of association, a shareholders’ agreement, and previous agreements are key in this. Next, the shares will be valued, and negotiations will take place regarding the price of the shares to be purchased. This valuation will be based on the current and anticipated earning capacity.

Our services comprise:

• analysing the dispute and any contractual and other agreements reached;

• analysing all relevant information about the business;

• valuating the company and equity interest;

• entering into exploratory talks and negotiating with all parties involved;

• drawing up proposals;

• negotiating differences;

• detailing the negotiated result in a settlement agreement;

• supervising the transfer of shares by the notary public.

The Diligence M&A specialist will be in charge of the entire separation process. If legal proceedings prove to be unavoidable, the Diligence advisor will recommend a specialist solicitor. Where other specific fiscal and legal expertise is required, we will assist the DMS in the process.

Costs

All support activities conducted within the framework of a separation process will be implemented at an hourly rate.