IOC Law / Capabilities

Mergers, Acquisitions & Joint Ventures

Transaction support that connects structure, diligence, documentation, approvals and completion.

An acquisition, investment or joint venture must work as a commercial arrangement as well as a legal document. The transaction structure affects control, risk, funding, approvals, timetable, integration and the route to exit.

We support clients through the stages relevant to the deal, from preliminary structuring and diligence to negotiation, signing, completion and implementation.

Our work may include

  • Share and asset acquisitions and disposals.

  • Strategic investments and corporate combinations.

  • Joint ventures, shareholder arrangements and governance.

  • Preliminary structure and transaction planning.

  • Legal due diligence and issue reporting.

  • Transaction documents, disclosures and ancillary agreements.

  • Conditions precedent, regulatory approvals and third-party consents.

  • Signing and completion coordination.

  • Post-completion filings, transfers, governance and implementation.

How we manage the process

We build the matter around the commercial terms, parties, ownership, consideration, financing, governing law, approvals and intended timetable. Material diligence findings are linked to an action or transaction response, which may include remediation, a condition, covenant, warranty, indemnity, disclosure, price response or structural change.

Early Structure And Process

Before detailed drafting begins, the parties should understand what is being acquired or contributed, the proposed ownership and control, the consideration, financing, approvals and intended timetable. A clear heads of terms can reduce later uncertainty, but exclusivity, confidentiality, access to information and binding provisions need careful treatment.

The scope of diligence should reflect the transaction, sector and buyer or investor objectives. It may cover corporate status, ownership, material contracts, financing and security, licences, employment, disputes, IP, technology, data, property, insurance, competition, tax coordination and related-party arrangements. The useful output is not a document summary. It identifies the fact, legal significance, transaction consequence and recommended response.

Transaction Documents And Risk Allocation

Share or asset purchase agreements, subscription agreements and investment documents must reflect the commercial deal and the risks revealed by diligence. We work through conditions, price and payment mechanics, warranties, indemnities, covenants, limitations, disclosure, termination and completion arrangements. Ancillary documents may include transitional services, IP licences, employment arrangements, releases, security and corporate approvals.

Regulatory Approvals And Completion

Merger control, foreign-investment review, sector consents, change-of-control approvals and third-party contractual consents can affect signing and completion. We identify which approvals are suspensory, what information is required and how risk is allocated if an approval is delayed, conditioned or refused. Completion is supported by a document and funds-flow checklist, signing arrangements and a clear record of outstanding post-completion steps.

Joint Ventures

A joint venture needs a working governance and economic model. The documentation should address the business plan, management, reserved matters, funding, distributions, information rights, related-party transactions, IP, restrictive covenants, deadlock, default, transfers and exit. These terms should be tested against local company law, competition rules, foreign-ownership restrictions and the practical relationship between the parties.

  • Structuring Cross Border Transactions Across African Markets

  • South Africa Merger Thresholds From 1 May 2026

  • Subsidiary Branch Or Joint Venture Choosing An African Market Entry Structure

  • Doing Business in Nigeria

  • Entering Ghana

  • Entering Kenya

  • Entering Rwanda

  • Entering South Africa

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