INTERNATIONAL TAXATION AND
LAW SIMPLIFIED SUMMARY
Types of deal
Proprietary sale (preferred for small cap)
Auction (usually for big deals)
Joint-Venture
2 types of Proprietary Sale
Asset deals vs. Share deals
2 types of auction
Public deals vs. Private deals
Deal size - Small Cap
< $30 Mio.
Deal size - Mid Cap
$30 - 300 Mio.
Deal size - Big Cap
$300 Mio - 1 Bn.
Deal size - Jumbo
> $1 Bn.
Data room
Place where all information enabling the bidder to make
investment decisions
Data rooms are often virtual, except for these 2
industries
Weapon + Pharmaceutical industry
Information memorandum
Document presenting the target
When do we usually see Joint-Venture set up?
, In countries with high barrier of entry, high regulatory
constraints, or different business-related patterns
(customer behaviors, market climate etc.)
Limited Liability Company
The liabilities are limited to the contributions of each party.
Partnership
Legal structure, with or without a legal personality. No
limited liabilities.
Why choosing between a Partnership (unlimited
liabilities) and a Limited Liability company?
For tax reason
White label
product/ service sold without indicating the original
manufacturer/ producer.
Preliminary Agreements
- Early stage agreement
- Focus on procedure/ framework for negotiations
- Various forms: depending on the jurisdictions.
Purpose of preliminary agreements
- Provide written confirmation of the main terms agreed
- Outline the timetable and obligations of the parties
- Provide a framework for binding provisions (lock-out,
confidentiality or break fees)
- Help "sell" the deal to third parties where required
(financing approach)
Synonyms of Letter of Intent (LOI)
Heads of agreements
Term sheet
Memo of Understanding
etc.
Break fees
LAW SIMPLIFIED SUMMARY
Types of deal
Proprietary sale (preferred for small cap)
Auction (usually for big deals)
Joint-Venture
2 types of Proprietary Sale
Asset deals vs. Share deals
2 types of auction
Public deals vs. Private deals
Deal size - Small Cap
< $30 Mio.
Deal size - Mid Cap
$30 - 300 Mio.
Deal size - Big Cap
$300 Mio - 1 Bn.
Deal size - Jumbo
> $1 Bn.
Data room
Place where all information enabling the bidder to make
investment decisions
Data rooms are often virtual, except for these 2
industries
Weapon + Pharmaceutical industry
Information memorandum
Document presenting the target
When do we usually see Joint-Venture set up?
, In countries with high barrier of entry, high regulatory
constraints, or different business-related patterns
(customer behaviors, market climate etc.)
Limited Liability Company
The liabilities are limited to the contributions of each party.
Partnership
Legal structure, with or without a legal personality. No
limited liabilities.
Why choosing between a Partnership (unlimited
liabilities) and a Limited Liability company?
For tax reason
White label
product/ service sold without indicating the original
manufacturer/ producer.
Preliminary Agreements
- Early stage agreement
- Focus on procedure/ framework for negotiations
- Various forms: depending on the jurisdictions.
Purpose of preliminary agreements
- Provide written confirmation of the main terms agreed
- Outline the timetable and obligations of the parties
- Provide a framework for binding provisions (lock-out,
confidentiality or break fees)
- Help "sell" the deal to third parties where required
(financing approach)
Synonyms of Letter of Intent (LOI)
Heads of agreements
Term sheet
Memo of Understanding
etc.
Break fees
