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A Memorandum of Understanding (MOU) is a short agreement in principle of the broad outlines of the deal, worked out mainly by the executives of the companies involved with review from senior legal professionals for each company. The MOU itself will often also clarify the general structure, which could be a sale of assets, or a sale of ownership interests in a company or a subsidiary of a company, and so on.

Usually, an MOU is followed by having lawyers for each party to the merger draft a much more specific and detailed contract with lots of exhibits and scheduled that address deal specific terms. This will set deadlines for each step of the process, although it isn't uncommon to adjust those deadlines over the course of the deal. The final deadline will usually be a closing date. The final M&A contract will also usually contain a long list of representations of fact, with specifically listed exceptions (e.g. all accounting statements attached as scheduled to the contract are materially correct, there are no pending lawsuits except . . . , there are no pending government investigation except . . . , the company has no derivative contracts except . . . ).

A Memorandum of Understanding (MOU) is a short agreement in principle of the broad outlines of the deal, worked out mainly by the executives of the companies involved with input from senior legal professionals for each company. The MOU itself will often also clarify the general structure, which could be a sale of assets, or a sale of ownership interests in a company or a subsidiary of a company, and so on.

Usually, an MOU is followed by having lawyers for each party to the merger negotiate a much more specific and detailed contract with lots of exhibits and scheduled that address deal specific terms. This will set deadlines for each step of the process, although it isn't uncommon to adjust those deadlines over the course of the deal. The final deadline will usually be a closing date. The final M&A contract will also usually contain a long list of representations of fact, with specifically listed exceptions (e.g. all accounting statements attached as scheduled to the contract are materially correct, there are no pending lawsuits except . . . , there are no pending government investigation except . . . , the company has no derivative contracts except . . . ).

Usually, a MOU is followed by having lawyers for each party to the merger draft a much more specific and detailed contract with lots of exhibits and scheduled that address deal specific terms. This will set deadlines for each step of the process, although it isn't uncommon to adjust those deadlines over the course of the deal. The final deadline will usually be a closing date. The final M&A contract will also usually contain a long list of representations of fact, with specifically listed exceptions (e.g. all accounting statements attached as scheduled to the contract are materially correct, there are no pending lawsuits except . . . , there are no pending government investigation except . . . , the company has no derivative contracts except . . . ).

The hard part of this legal work is not the broad outline of the deal, but the immense attention to detail that is required for every little thing related to each business involved in the merger.

Usually, an MOU is followed by having lawyers for each party to the merger draft a much more specific and detailed contract with lots of exhibits and scheduled that address deal specific terms. This will set deadlines for each step of the process, although it isn't uncommon to adjust those deadlines over the course of the deal. The final deadline will usually be a closing date. The final M&A contract will also usually contain a long list of representations of fact, with specifically listed exceptions (e.g. all accounting statements attached as scheduled to the contract are materially correct, there are no pending lawsuits except . . . , there are no pending government investigation except . . . , the company has no derivative contracts except . . . ).

The hard part of this legal work is not the broad outline of the deal, but the immense attention to detail that is required for every little thing related to each business involved in the merger like the need for a new municipal business license for a merged office in Taiping, or the need to renegotiate a lease term with a difficult landlord at the Bentong warehouse of one of the companies.

In a cross-border acquisition, the laws of all of the countries where the merging companies do business need to be considered. There are also practical logistical considerations. For example:

The hard part of this legal work is not the broad outline of the deal, but the immense attention to detail that is required for every little thing related to each business involved in the merger.

In a cross-border acquisition, the laws of all of the countries where the merging companies do business need to be considered. There are also practical logistical considerations. For example: