01
Mergers, acquisitions and disposals
Advising on acquisitions and disposals of businesses, companies, shares and assets, including transaction structuring, due diligence, negotiation, documentation, signing, completion and post-completion matters.
Practice Areas
Corporate, Commercial& M&A
Commercial judgement for strategic transactions
Businesses need legal advisers who understand both the transaction and the commercial objective behind it.
Our corporate & M&A practice
Supporting transactions from strategy to execution.
Paraphoenix Solicitors advises businesses, investors, entrepreneurs and other stakeholders on corporate transactions, strategic commercial arrangements and the legal issues that arise throughout the life cycle of a business. Our approach combines rigorous legal analysis with practical commercial judgement. We help clients structure transactions, allocate risk, negotiate effectively and move from initial strategy through documentation, signing, completion and implementation.
Corporate transactions can involve much more than the acquisition or disposal itself. Governance, financing, regulation, tax, employment, intellectual property, data, competition considerations, commercial contracts and implementation may all influence the structure and execution of a deal.
We work with clients to identify the issues that matter to the transaction, establish a workable legal structure and coordinate the relevant legal workstreams. Our objective is to help clients reach commercially sound outcomes while protecting value and managing legal and execution risk. Our corporate practice also supports businesses outside transactional events, including corporate structuring, governance, shareholder arrangements and strategic decision-making.
Key capabilities
What we advise on
02
Joint ventures and strategic alliances
Structuring and documenting joint ventures, strategic collaborations and other long-term commercial relationships, including governance, reserved matters, funding, transfer restrictions, deadlock and exit arrangements.
03
Corporate structuring and reorganisations
Advising on corporate structures, group arrangements, reorganisations and related commercial and governance considerations.
04
Shareholder and investment arrangements
Advising on shareholder agreements, investment arrangements, governance rights, minority protections, transfer provisions and exit mechanisms.
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Corporate governance
Supporting boards, shareholders and management on governance frameworks, decision-making structures, delegated authority and corporate documentation.
06
Commercial contracts
Drafting and negotiating sophisticated commercial agreements, including supply, distribution, services, outsourcing, strategic partnership and other business-to-business arrangements.
07
Distribution and route-to-market arrangements
Advising on distributor, reseller, agency and other route-to-market models, including territory, exclusivity, performance, compliance, termination and transition considerations.
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Strategic projects and transformation
Advising on significant business initiatives involving changes to contracting models, commercial structures, risk allocation and operating arrangements.
M&A — how we support a transaction
A disciplined transaction process
- 01
Strategy and structuring
Working with the client and its other advisers to identify the proposed transaction structure, key legal issues, dependencies and execution path.
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Due diligence
Focusing legal due diligence on matters capable of affecting value, risk allocation, completion, integration or the client's investment decision.
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Transaction documentation
Preparing, reviewing and negotiating acquisition, investment and ancillary documents with clear attention to risk allocation and commercial objectives.
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Signing and completion
Managing conditions, approvals, closing deliverables and legal workstreams required to move the transaction to completion.
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Implementation and post-completion
Supporting transitional arrangements, governance, contract implementation and other legal matters arising after closing.
Commercial contracts
Contracts that work in practice
Commercial agreements are often where strategy, operational reality and legal risk meet.
We advise on the design, negotiation and implementation of contracts intended to support long-term commercial relationships. Our focus is not simply on producing documentation, but on ensuring that responsibilities, economics, performance standards, risk allocation, remedies, compliance requirements and exit arrangements are expressed clearly and operate coherently.
We have particular experience with complex supply and distribution models, strategic partner arrangements, technology and services contracts, and agreements operating across multiple jurisdictions.
Selected commercial contracting capabilities
- Supply, procurement and framework agreements
- Distribution, reseller and agency arrangements
- Strategic partnership and collaboration agreements
- Services, managed-services and outsourcing arrangements
- Technology, software and digital-services contracts
- Equipment and asset-related commercial arrangements
- Commercial terms and conditions and contracting frameworks
- Amendments, extensions, transition and termination arrangements
- Cross-border contracting structures and local-law coordination
Cross-border transactions
Coordinating the wider legal picture
Transactions involving several jurisdictions require more than a collection of separate local-law opinions. They require coordination. Paraphoenix can act as the central legal point for Nigerian aspects of a cross-border transaction and, where appropriate, coordinate with carefully selected independent local counsel and professional advisers in other jurisdictions.
We focus on identifying dependencies, maintaining consistency across transaction documents and ensuring that local-law issues are incorporated into the wider commercial strategy. Our international perspective is informed by substantial experience working within multinational business environments and on matters involving stakeholders across Africa, Europe, the Middle East, Asia-Pacific and the Americas.
Sector perspective
Our corporate and commercial work is particularly relevant to businesses operating in sectors where sophisticated contracting, regulation, technology, capital investment and international operations intersect.
Related perspective
Read practical perspectives on the legal and commercial developments affecting business in Nigeria and across borders.
Integrated support
Bringing the relevant disciplines together
Mandates in this practice frequently engage other areas of law. Depending on the matter, our Corporate, Commercial & M&A practice works alongside the firm’s other practices so that clients receive a coherent view of the issue rather than fragmented advice.
Why Paraphoenix
Commercial perspective
We approach transactions with an understanding of how legal risk affects business decisions, operational models and value.
Senior involvement
Important mandates receive close senior attention, supporting continuity, accountability and efficient decision-making.
International experience
Our experience of multinational environments informs our approach to cross-border transactions, governance and stakeholder management.
Clear execution
We emphasise practical recommendations, careful drafting, disciplined transaction management and responsive communication.