Asset deal when a share deal was right: The choice between asset and share acquisition determines tax treatment and liability transfer — chosen wrongly, it cannot be undone.
M&A Advisory
M&A Advisory
Value Created Before the Term Sheet
Mergers, acquisitions, joint ventures, and disposals are high-stakes decisions. The quality of the advisory around them, from the initial structuring of the approach through to the negotiation of the definitive documentation and the management of the closing process, has a direct bearing on the outcome. We provide commercial, legal, and financial advisory support across the full transaction lifecycle.
Transaction Structuring & Strategy
Wrong Structure. Permanent Consequences.
We advise on how to structure a transaction before the commercial terms are finalised: the legal vehicle, the acquisition structure (asset vs. share), the payment mechanism, earn-out and deferred consideration arrangements, and the regulatory approvals that will be required.
Asset deal when a share deal was right: The choice between asset and share acquisition determines tax treatment and liability transfer — chosen wrongly, it cannot be undone.
Regulatory approvals not mapped before signing: Completing a transaction that requires approval you did not anticipate gives the other side leverage you cannot recover.
Earn-out with no mechanism to enforce it: An earn-out without clear metrics, accounting definitions, and dispute resolution is a deferred negotiation, not a commercial term.
Payment structure that creates tax inefficiency: Consideration structured without tax input creates a liability in the first year that runs for the life of the investment.
Due Diligence Coordination
What You Miss, You Inherit
We coordinate and conduct financial and structural due diligence, working alongside legal counsel and specialist advisers, and produce a report that highlights the commercial implications of the findings rather than simply cataloguing them.
Due diligence that validates rather than challenges: Advisers incentivised to close the deal produce findings that miss the risks that matter.
No structural or tax review of the target entity: Acquiring shares without reviewing the structural and tax history inherits every skeleton in the corporate record.
Compliance gaps in the target that transfer on closing: AML, sanctions, and regulatory failures in the target become your liability the moment the deal completes.
Vendor pack accepted without independent verification: Management information prepared for sale is optimistic by construction — the key assumptions require independent verification.
Negotiation & Documentation Support
Negotiate the Terms. Not the Consequences.
We provide advisory support through the negotiation of the definitive agreements: reviewing and commenting on SPA terms, warranty and indemnity provisions, conditions precedent, and the commercial aspects of the transaction documentation.
SPA warranties that do not protect you: Warranty packages with excessive carve-outs and undisclosed disclosure schedules provide comfort without substance.
Conditions precedent not tracked to closing: CP registers not actively managed allow conditions to remain outstanding past target dates without accountability.
Post-closing adjustments without a clear mechanism: Completion accounts drafted ambiguously become disputes that cost more in legal fees than the adjustment itself.
No commercial review of the legal documentation: Documentation reviewed only by lawyers and not tested against commercial intent regularly contradicts what was agreed.
Who We Work With
For Deals Where Precision Matters
Mid-market businesses buying or selling, trading groups acquiring or divesting assets or operations, and HNWIs completing private equity or direct investment transactions.
Mid-market businesses buying or selling: Owner-managed businesses at the point of acquisition or exit where the quality of advisory directly determines the outcome.
Trading groups acquiring assets or operations: Commodity and financial trading businesses acquiring counterparties, assets, or operating platforms across jurisdictions.
HNWIs completing direct investment transactions: Private investors completing direct acquisitions who need institutional-quality transaction support without institutional overhead.
Businesses divesting non-core assets: Groups rationalising their asset base who need the disposal structured, documented, and completed without disrupting core operations.
Why Bolster Group
We combine deep jurisdiction knowledge with hands-on execution — so structure, banking, and compliance work together from day one.
Mastering Complexity
We navigate intricate global challenges with precision, ensuring your business thrives in any environment.
Confidence in Expertise
Backed by decades of experience, we provide strategic solutions tailored to your unique needs.
Global Reach, Local Insight
Operating across key markets, we bridge international expertise with deep local understanding to drive success.