M&A Advisory
We support M&A from scheme design through the definitive agreement and closing to post-merger integration. We act for buyers and sellers alike, covering scheme selection, price negotiation support, and SPA drafting and review. Due diligence can be taken on as legal DD alone, financial and tax DD alone, or both together. We are a registered M&A Support Institution under the Small and Medium Enterprise Agency.
Coverage Areas (Examples)
Legal, financial, and tax questions intertwine at every stage of a transaction. We take on the full process, or a defined part of it — due diligence alone, or an SPA review alone.
Scheme Design & Negotiation
We design M&A structures and support negotiations from LOI to SPA — weighing legal, tax, and accounting impact simultaneously.
Examples： Share / asset deal / merger scheme selection / LOI drafting & review / Price & condition negotiation support / SPA drafting & review
Due Diligence
We conduct legal due diligence and financial/tax due diligence. Either can be taken on by itself, or both together. Scope is set to the size and timetable of the deal.
Examples： Legal DD (contracts, litigation, licenses) / Financial DD (statements, cash flow) / Tax DD (NOL carryforwards, reorganization tax) / IT & business DD (systems, customer base)
Valuation & Pricing
We provide valuations and supporting analysis for price negotiations — because a number you can defend is what carries the table.
Examples： Share / enterprise value calculation / DCF & comparable company analysis / Valuation report for price negotiation / PPA (Purchase Price Allocation)
Closing
We work through the mechanics of closing — confirming conditions precedent, preparing the documents, and setting the sequence for the day itself — on a schedule worked backward so that nothing is left outstanding when the date arrives.
Examples： Closing condition review & adjustment / Closing document preparation / R&W insurance consideration / Regulatory filings & notifications
PMI & Post-Closing
We support post-merger integration — governance, internal rules, control systems. Starting after closing tends to leave you playing catch-up, so we prepare in parallel with the negotiations.
Examples： Governance integration & policy alignment / Accounting & financial system integration / HR, labor & contract transition / Internal control integration & rebuild
Our Strengths
Catching What Falls Between Workstreams
The due diligence findings that actually change a decision often sit between disciplines: a clause that creates off-balance-sheet exposure, tax risk buried in the deal structure, a gap between the financial statements and what the contracts say. Whichever workstream you engage us for, we work with the adjacent perspectives in view rather than stopping at the edge of the brief.
Valuation Through SPA in One Place
From share valuation and negotiation support through to drafting and reviewing the SPA, we cover the transaction from the front end to closing — without the time lost coordinating separate advisors.
Registered M&A Support Institution
As a registered M&A Support Institution under the Small and Medium Enterprise Agency, clients may be eligible for government M&A subsidies covering a portion of advisory fees.
FAQ
Q. Do you advise on M&A transactions for small and mid-sized companies?
Yes — we are a registered M&A Support Institution under the Small and Medium Enterprise Agency and have extensive experience with SME and startup M&A. We advise on both sell-side and buy-side transactions, and clients may be eligible for M&A subsidies covering a portion of advisory fees.
Q. Can I engage you only for due diligence?
Yes — engagements for legal DD alone, or for financial and tax DD alone, are a large part of our work. It is common where an FA or M&A intermediary is already in place and one workstream is carved out to us. Taking on both is equally possible. Tell us the scope you have in mind.
Q. Which is more advantageous — a share deal or an asset deal?
The answer depends on both parties' positions, tax implications, the risk of inheriting off-balance-sheet liabilities, and whether existing licenses can be transferred. Generally, sellers prefer share deals (lower tax rate) while buyers prefer asset deals (ability to cherry-pick assets and avoid inheriting hidden liabilities). We advise on scheme selection based on your specific circumstances.
Q. Can you support post-merger integration (PMI)?
Yes — we support the post-closing integration process, including governance alignment, internal control development, accounting system integration, and the handling of employees and contracts. Where we have been involved from the execution stage, the issues identified in due diligence carry straight over into the integration work.
Q. What is the M&A subsidy program?
The Business Succession & M&A Subsidy (specialist utilization category) by the Small and Medium Enterprise Agency covers a portion (up to a cap) of specialist fees incurred in an M&A transaction, such as FA and intermediary fees and due diligence costs. Only fees paid to advisors registered under the M&A Support Institution registration system are eligible. Because we are a registered M&A Support Institution, our fees may qualify. We also assist with the application process and eligibility verification.
Q. What happens if a representations and warranties breach is discovered after closing?
If a breach of the representations and warranties set out in the SPA is established, the buyer can seek damages from the seller. The claim period, liability cap, and threshold are settled in the SPA negotiations, which is why the drafting stage matters. We also act for clients responding to a breach once it comes to light.
Get in Touch
We will listen to your concerns and propose the most suitable service. Initial contact creates no contractual obligation.
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