Tech M&A and Transactions
Strategic advice on mergers, acquisitions, and divestitures (exits) focused on the high-growth technology ecosystem.
What we cover
- Legal and tax structuring of the transaction (M&A)
- Management and coordination of Due Diligence processes
- Drafting and negotiation of Stock Purchase Agreements (SPA)
- Merger and business combination agreements
- Documentation of Escrow, Earn-outs, and holdbacks
- Representations and warranties (R&W) with tech focus
- Exit advice for Founders and VC Funds
Typical transactions
Representation of startups in acquisition processes by listed companies or PE funds.
Assistance to established companies in acquiring business units or strategic tech assets.
Transfer of critical assets, intellectual property, and client portfolios without stock transfer.
Why choose us for your transaction
We understand that the value of a tech deal lies in speed and minimizing legal friction.
We combine experience from large firms with the agility needed to navigate complex boutique deals.
Experts in transactions with components in multiple laws and international jurisdictions.
Success Cases
Frequently Asked Questions — M&A & Technology Transactions
How long does it take to close an M&A transaction?
The timeline varies depending on the complexity of the deal. A straightforward acquisition can close in 2–3 months, while more complex transactions involving multiple jurisdictions can take 4–6 months from signing the Letter of Intent (LOI) to closing. The due diligence process and negotiation of terms are typically the most time-consuming stages.
What is a Stock Purchase Agreement (SPA)?
A SPA is the main contract in an M&A transaction where the terms for the sale and purchase of shares are established. It includes the purchase price, closing conditions, representations and warranties of both parties, indemnities, and post-closing price adjustment mechanisms such as earn-outs or escrows.
What is the difference between an Asset Deal and a Stock Deal?
In a Stock Deal, the shares of the company are acquired, thereby transferring all assets and liabilities. In an Asset Deal, specific assets (such as technology, contracts, or IP) are purchased without necessarily assuming all liabilities. Asset Deals offer more control over what is acquired but are often more complex to execute.
What is an earn-out and when is it used?
An earn-out is a deferred payment mechanism where part of the purchase price is paid in the future, contingent on the achievement of certain targets (e.g., revenue, EBITDA, or customer retention). It is used when there are valuation differences or when the buyer wants to mitigate risk by linking part of the payment to future performance.
What legal aspects are critical in the due diligence of a tech company?
Key legal aspects include ownership and protection of intellectual property, contracts with key clients and suppliers, cap table structure and shareholder agreements, regulatory compliance and data privacy, employment contracts and employee equity schemes, and any pending litigation or contingencies.
Can Kaplan Abogados represent both the buyer and the seller in the same transaction?
For conflict-of-interest reasons, we cannot represent both parties in the same transaction. However, we have experience on both sell-side and buy-side M&A, which enables us to understand the perspectives of both sides and negotiate more effectively.
Evaluating a transaction?
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Tech transaction experts ready to negotiate your next exit or acquisition.