Mergers, acquisitions, divestitures, and joint-venture structuring — Danish-side and cross-border — with the tax position embedded in the deal from the outset.
Provided by Moore Law · CVR 43 57 76 70.
Mergers and acquisitions sit at the intersection of company law, contract law, tax law, and commercial reality. The most reliable transactions are the ones where these four perspectives have been integrated from the outset — where the deal documents reflect the commercial intention, the company-law mechanics work, the tax position is understood, and the parties have a clear view of what will happen if something later goes wrong.
Joint ventures sit alongside M&A as the other principal form of structured commercial co-operation. A well-designed joint venture is, in many respects, harder than an acquisition: the parties remain independent, the governance arrangements have to work over time, and the exit mechanics matter from day one.
Moore Law acts on the Danish side of M&A and joint-venture transactions involving Danish parties, Danish targets, or Danish-side structuring of international transactions. The work is grounded in Danish company and tax law and is regularly combined with the firm's UAE corporate practice where the transaction has a Gulf dimension.
Initial structuring of the transaction — share deal vs asset deal, the role of holding vehicles, the timing of the closing, the treatment of deferred and contingent consideration, and the integration of tax considerations into the deal architecture. Where appropriate, securing a binding tax ruling on the structure before commitment.
Legal and tax due diligence on Danish targets — including company-law, contract, employment, real-estate, tax, and regulatory diligence. Identification of the matters that should be reflected in the deal documents (warranties, indemnities, conditions precedent, and price adjustments) and the matters that should drive the price itself.
Drafting and negotiation of the principal transaction documents — share-purchase agreement, asset-purchase agreement, shareholders' agreement, escrow arrangements, transition-services agreements, and ancillary instruments. Preparation of disclosure schedules and the conduct of the disclosure exercise.
Integration of the tax position into the deal documents — including the allocation of pre-completion tax risk, treatment of tax warranties and indemnities, the management of withholding obligations, and the structuring of consideration flows. Where the transaction has cross-border tax dimensions, coordination with counsel in the relevant jurisdictions.
Design of joint-venture arrangements between Danish and international parties — including the choice of vehicle, the contribution arrangements, the governance framework, the operational mandate, the funding structure, and the exit and dispute-resolution mechanisms. Particular attention to the arrangements that govern how the parties separate when they choose to.
Conduct of the closing — coordination of the conditions precedent, the funds flow, the share register entries, the regulatory filings, and the formal completion mechanics. Post-completion integration, including the handling of warranty claims, earn-out monitoring, transition-services delivery, and the matters that often arise in the months following a transaction.