Corporate Transactions and Corporate Governance
Buy, sell or combine a business with a clear view of risk and completion.
Buying, selling or combining a business requires a clear view of value, risk and execution.
Gracen Law advises buyers, sellers, investors and owners on mergers and acquisitions. We support the transaction from initial structure and diligence through negotiation, definitive agreements and completion, with legal advice that reflects the commercial objectives and the responsibilities that will continue afterwards.
A transaction can involve shares, assets or a wider business combination. Each approach changes the diligence questions, approval requirements and allocation of liabilities. We help assess those differences early and create a coherent legal framework for the deal. Our work focuses on the issues that matter to the client’s decision, including ownership, contracts, regulatory conditions and the mechanics of transferring or combining the business.
Mergers and Acquisitions
We assess the proposed acquisition or combination and support confidentiality arrangements, offers and heads of terms. The review addresses the intended transaction mechanics and which preliminary provisions will bind the parties. Early clarity helps buyers and sellers organise diligence, manage exclusivity and avoid negotiation assumptions that do not reflect the structure they intend to complete.
We review the agreed legal areas, including ownership, material contracts, asset rights, employment, licences and disputes. The report explains issues affecting the transaction and distinguishes critical findings from matters that can be addressed through documents or implementation. The work supports negotiation of price mechanics, conditions, warranties, indemnities and the allocation of identified risks.
We prepare or review the definitive documents and support negotiations on transaction obligations. This can include payment, completion conditions, disclosures, business conduct before completion and continuing seller or buyer responsibilities. The documents should work together and reflect the agreed commercial position, including what happens if a required condition is delayed or cannot be satisfied.
We help identify approvals and contractual consents, organise completion documents and coordinate the agreed legal workstreams. The scope may include ownership records, asset transfers and defined post-completion obligations. Integration or separation can create further contractual and governance decisions, which should be planned alongside the transaction rather than treated as an afterthought.
Technical resources and insights
Explore resources on acquisition diligence, business sale preparation, transaction warranties, disclosure and completion planning. A transaction roadmap can help the parties see how negotiations, approvals and documentation connect. Specialist tax, financial and operational inputs should be coordinated with the legal review so that the deal structure rests on consistent assumptions.
Related Gracen Law services
Related services include Business Transactions, Corporate Structuring, Commercial Agreements, Employment and Workplace, Tax, Regulatory Compliance and Capital Raising and Financing Transactions. They address the specialist issues that may influence the acquisition or business combination.
Buyers, sellers, shareholders, investors and owners considering a share purchase, asset sale, business combination, exit, integration or separation. Our Nairobi team supports Kenyan mandates and coordinates relevant local and specialist advice for matters involving other African markets.
Engagement pathways
Review the proposed transaction, identify readiness issues and organise the legal approach before negotiations. Outputs can include preliminary terms, a diligence request plan, seller preparation priorities and a transaction roadmap.
Discuss Your Acquisition or Business SaleObtain support for material findings, risk allocation, disclosures and definitive agreements.
We agree the diligence areas, assess legal findings, support negotiations and prepare the purchase or combination documents.
Discuss Your Acquisition or Business SaleCoordinate legal conditions, completion records and defined post-completion matters.
Deliverables can include consent and approval tracking, transfer documents, continuing-obligations records, governance changes and the legal plan for integration or separation.
Discuss Your Acquisition or Business SaleMore in this section
Your legal team
Consultation
Share your objective, current arrangements, relevant documents, proposed parties and approaching deadline. We will assess the decision and agree the legal work, deliverables, responsibilities, fees and next steps before substantive work begins. Email counsel@gracenlaw.com or call +254 748 223 255.
Communications are protected by legal professional privilege and never shared with third parties.
Questions
A share purchase changes ownership of the company, while an asset purchase transfers specified assets or business components under the agreed terms. The legal and commercial consequences differ. We assess liabilities, contracts, approvals and implementation requirements so that the structure matches the parties’ objectives.
Yes. Preparation can identify incomplete ownership records, material contract issues or other matters that may affect diligence and negotiation. The scope can focus on the legal areas most relevant to the proposed sale. Early work helps the seller organise information and address avoidable issues before the buyer’s review.
No. Approvals and consents depend on the transaction, parties, sector and relevant contractual arrangements. They should be assessed early because they may affect the structure and timetable. We identify the legal requirements within the engagement and coordinate any additional specialist input needed for the matter.
The parties may address it before completion, change the transaction terms, allocate the risk contractually or reconsider the deal. The response depends on the issue and commercial objectives. We explain the legal finding and its implications so that the client can make an informed negotiation or transaction decision.
Yes. Post-completion work can include governance changes, transfer records, continuing contractual obligations and integration or separation matters. The scope should specify the areas requiring legal support. Planning those issues before completion helps avoid uncertainty about which obligations remain and who is responsible for implementing them.
