Making the Most of Merger. Stephanie Biden Partner, Charity & Social Enterprise Department Carolyn Miller Consultant 15 May 2014. Why Merge?. Survival: financial/governance Response to commissioning and contracting or funding bodies Meet beneficiaries’ needs better Greater influence
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Making the Most of Merger
Partner, Charity & Social Enterprise Department
15 May 2014
Spectrum of choices:
Collaborative working on issues/projects
Joint venture contract or new entity
Heads of terms/confidentiality agreement
Practicalities (pre and post)
B assumes liabilities of A
Therefore good due diligence vital
Simpler/cheaper resulting governance and management structure
Feels like a takeover (but it needn’t)
Same issues as Asset Transfer 1, except:
Feels less like a takeover
Tighter than mere contract arrangements
Cheaper to establish
No transfer of liability
More complex governance and management
Easier to persuade boards?
Useful stepping stone?
Does it solve financial problems?
Contract of funding agreement
Consent (funding agreements)
Assignment v novation (contracts)
Risk – value?
Third party suppliers
Restrictions on disposition
Other special trusts
Intellectual property (IP)
Brands, publications, databases
Due diligence: other issues
Due Diligence: Regulators
Tips for Success