Mergers & Acquisition – Abisayo Olawale-Cole

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Abisayo Olawale-Cole, Corporate Finance/M&A Lawyer

Abisayo Olawale-Cole is a corporate lawyer. She previously worked as an Associate with Aluko & Oyebode. Her areas of specialisation include corporate finance, mergers & acquisitions and corporate restructuring.

She has been involved in the provision of advice to various foreign investors on their investments across various sectors in the Nigerian economy, including energy, financial services and FMCG.

Abisayo graduated from the University of Bristol with a Bachelor’s Degree in Law and French (LLB Hons) and obtained her LLM in International Banking and Finance Law from University College London (UCL). She also has a Masters in Management from Warwick Business School. She was called to the Nigerian Bar in 2013.

Please note that all opinions expressed in this interview are the opinions of the individual interviewed. They do not necessarily represent the opinion of their employer or of Legally Engaged.

Mergers and acquisitions (“M&A”) is an area of corporate finance and management which involves the sale and purchase of businesses (acquisition) and/or fusion of different companies to form a new company (merger).

 

An acquisition may either be structured as a share acquisition or an asset acquisition. Where the transaction is structured as a share deal, the purchaser acquires shares of the target company, i.e. the company being acquired. On the other hand, on an asset purchase transaction, the purchaser buys the assets of the target company. Depending on the nature of the business, the assets being transferred would typically include property such as the plant and machinery used to run the business.

 

M&A lawyers advise clients on all aspects of the purchase and sale of whole businesses or business assets. This includes conducting legal due diligence on the target company, ensuring compliance with company law procedures and drafting and negotiating the transaction documents such as the sale and purchase agreement which sets out the terms upon which the shares/assets are being transferred.

No two days are the same as my daily tasks vary depending on the transactions I am advising on. Some of my daily tasks include:

 

  • Research and provision of legal opinions: My work involves a lot of research because clients often seek clarification on points of law and I am required to research and provide legal opinions on these issues.

 

  • Meetings: I spend a lot of time on phone calls and having meetings with clients and other parties involved in the transaction such as offshore legal counsel, other side’s lawyers and the financial advisers.

 

  • Drafting and negotiation: I am usually involved in the drafting and negotiation of documents. For example, at the start of a transaction, I prepare the first draft of a non-disclosure agreement which will require several rounds of negotiation before a final version is agreed. A non-disclosure agreement is a document which gives reassurance to the seller that sensitive information shared with the prospective buyer during the course of the transaction would be kept confidential. Also, on a share acquisition, I am usually involved in the drafting and/or review of the sale and purchase agreement which sets out the terms and conditions upon which the shares are transferred to the purchaser. As the buyer’s lawyer you want representations to be provided by the seller confirming it has good title to the shares being transferred.

 

  • Legal Due Diligence: When acting as legal adviser to the purchaser, I am required to conduct legal due diligence on the target company. This involves the review of documents such as the target company’s corporate documents, material contracts the company has entered into, liability of the target company etc. This enables the buyer identify any red flags and decide whether to proceed with the transaction.

Having obtained a Law degree and masters in Management, I developed a keen interest in the interaction between law and business. I was therefore drawn towards corporate law and in particular corporate finance/M&A as it involves helping businesses achieve their strategic objectives through the provision of my legal expertise.

Attention to detail is essential when working on transactions. As a lawyer you have to be very thorough as you will be required to draw to the attention of your client to various issues that may arise during legal due diligence and more generally during the drafting and negotiation of the transaction documents.

 

A strong business acumen is also key as clients expect a degree of knowledge about their business. Also, understanding your client’s business means that they are likely to retain your services and build a long standing relationship.

 

You will also be expected to be professional at all times when working under pressure. The nature of your work requires you to be aware of the limited timescales in which transactions have to be completed. Therefore, you will have to develop the act of managing client’s expectation whilst also ensuring them of a seamless legal service.

I mainly act for international clients within various industries such as companies in the oil and gas sector, private equity firms and a host of financial services institutions including banks and insurance companies.

 

The workload in M&A is very cyclical and work hours are often unpredictable. When the economy is stable and presents businesses the opportunity to expand or diversify, there is an appetite for M&A work and my workload is immense during this period. However, when the economy is slow my workload is reasonably balanced.

I have to juggle a number of competing priorities which have to be concluded within a short period.

The most rewarding aspect of my work is seeing is having the responsibility of managing a transaction from start through to completion.

 

Also, I feel a sense of accomplishment when I read about my client’s successful acquisition in the news headline. The excitement of knowing that I have contributed to helping a business achieve its objective is most appealing.

I would say that Nigerian Law School equipped me with the basic foundation required for working in the sector. However, it has been a process of continuous self-development through actively engaging with current news related to my areas of expertise and also building a strong network with colleagues and clients in the industry.

There are various career paths available for M&A lawyers. Some rise through the ranks and eventually become partners within the M&A practice of law firms, some go on to set up their own law firms, while others move in-house to join the legal departments of companies such as investment banks, private equity firms etc.

 

Personally, I see myself moving in-house as a corporate finance lawyer. I want to be closer to the business and the key decision makers. Working in-house means I get to witness the direct result of my advice to the business and this is very important to me.

I would say the most memorable thing was closing my first major transaction on which I advised as the lead associate. After the long hours and months of commitment to ensuring a seamless completion of the transaction, I felt very pleased knowing that the transaction was completed successful and that I had contributed to helping my client achieve this.

 

I remember waking up the next morning and seeing the transaction all over the headlines. It was a very fulfilling moment.

 

The legal industry and in particular a career in M&A law is very competitive. Therefore, this means that aspiring lawyers will have to set themselves apart. In my opinion, there is no such thing as a model M&A lawyer, as each individual’s unique characteristics brings a diversity to this area of law. However, you will be required to meet basic requirements such as achieving good grades at university and law school. Also, having some work experience within a corporate law firm is key, so I advise aspiring lawyers to ensure they secure internships.

 

As I mentioned earlier, commercial awareness is also very important and this can be achieved through keeping up-to-date with news relevant to this area of law. Engaging with news related to finance and business and reading articles on M&A deals will prove useful as It will help you gain an understanding of different views and opinions making you much more informed.

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