Before you sign, know exactly what you're buying
Due Diligence and Mergers & Acquisitions
Due diligence isn't a checklist: it's the difference between buying a company and buying its contingencies. We assess every deal with combined financial and legal judgment, so the price reflects the real risk.
We support company sale processes, mergers, asset acquisitions, and the entry of new partners, from initial due diligence through closing and post-deal integration.
Our approach combines traditional legal analysis with financial judgment: it's not enough to list the risks — they need to be translated into price adjustments, contractual guarantees, or concrete conditions precedent.
How we work
Comprehensive legal due diligence
Corporate, contractual, labor, tax, regulatory, and litigation review of the target company, with an executive report prioritized by real impact on the deal.
Deal structuring
Designing the optimal purchase structure (assets vs. shares), acquisition vehicles, and tax considerations for the transaction.
Negotiating M&A contracts
Drafting and negotiating purchase agreements (SPAs), post-closing shareholder agreements, earn-out clauses, representations & warranties, and indemnities.
Conditions precedent and closing
Managing the conditions needed for closing: regulatory approvals, third-party consents, and coordinating signing and the transfer of funds.
Bringing in new partners or investors
Structuring investment rounds, shareholder agreements, drag-along and tag-along clauses, and minority-shareholder protections.
Frequently Asked Questions
How long does a legal due diligence review of a mid-sized company in Chile take?+
For a mid-sized company with organized documentation, 3 to 6 weeks. The timeline extends mainly when the target company doesn't have its corporate, labor, or litigation records up to date — which is itself a relevant finding for the negotiation.
Is it better to buy assets or buy shares of the company?+
Buying assets generally isolates the buyer from the company's historical contingencies (labor, tax, litigation), but can be less tax-efficient and requires transferring contracts and permits one by one. Buying shares is operationally simpler, but you inherit all the liabilities, known and hidden. The decision depends on the risk profile uncovered in due diligence.
What is an earn-out clause, and when does it make sense?+
It's a mechanism that ties part of the purchase price to future targets (revenue, EBITDA) being met after closing. It's useful when the buyer and seller have different views on the company's future value, and it lets you close the price gap without either party bearing all the projection risk.
Let's talk about due diligence & m&a
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