What Are M&A Transactions?

M&A Transactions and Share Purchase Agreements (SPA).

Mergers and acquisitions (M&A) are transactions where one company acquires the shares, assets, or control of another company. These deals are common in sectors undergoing consolidation, rapid growth, or international expansion. In Morocco and globally, M&A transactions are used to enter new markets, acquire strategic assets, or create synergies.

There are several ways to structure an M&A transaction, but the most common form is a share purchase, where the buyer acquires shares in the target company directly from its current shareholders. This is usually formalized through a Share Purchase Agreement (SPA).

The Role of the Share Purchase Agreement (SPA)

The SPA is the legal backbone of the transaction. It sets out the terms under which the buyer will acquire the shares, the obligations of both parties, and how risk is allocated. In most cases, the SPA is negotiated between the parties with input from lawyers, financial advisors, and sometimes regulatory authorities.

A well-drafted SPA is critical to protect your interests—whether you’re buying or selling. It defines exactly what is being sold, at what price, under which conditions, and what happens if something goes wrong.

Key Provisions in an SPA

While each transaction is unique, the following clauses are standard in most SPAs:

• Purchase Price and Payment Terms: Specifies the price, how it will be paid, and whether there are adjustments (e.g., working capital or debt adjustments).
• Representations and Warranties: These are statements made by the seller about the company—covering everything from ownership of the shares to financial statements and compliance with laws. If these turn out to be false, the buyer can seek indemnification.
• Conditions Precedent: These are actions or approvals that must occur before the deal can close. For example, regulatory approvals from the Office des Changes or Competition Council in Morocco.
• Indemnities and Liability Caps: Define the consequences of breaches and how much the seller can be held liable for after closing.
• Covenants: These cover obligations during the period between signing and closing (e.g., the seller agrees not to change operations materially or hire new staff without consent).
• Dispute Resolution and Governing Law: Usually includes Moroccan law and arbitration clauses for cross-border deals.

M&A Transactions and Share Purchase Agreements (SPA).

Local Considerations in Morocco

When a Moroccan company is involved, additional rules apply. If the buyer is a foreign investor, approvals from the Office des Changes may be required, especially for transferring funds abroad or acquiring shares in regulated sectors. The Competition Council may also need to approve the transaction if it exceeds certain thresholds.

Timing is another important factor. Public and administrative approvals can take time, so the SPA should include realistic timelines for closing.

At Lafrouji Avocats, we regularly advise on the structuring of M&A transactions in compliance with Moroccan corporate, tax, and foreign exchange laws. We help buyers and sellers navigate the process, secure approvals, and manage legal risks at each stage of the deal.

M&A Transactions and Share Purchase Agreements (SPA).

Why Legal Support Matters

Many M&A deals fail not because of bad business judgment, but because of poor drafting, unclear liabilities, or regulatory non-compliance. Legal due diligence, strategic structuring, and a tailored SPA are essential to ensure your investment is protected and enforceable.

Whether you’re acquiring a local subsidiary, selling your business, or restructuring a group, working with an experienced corporate law firm is crucial.

M&A Transactions and Share Purchase Agreements (SPA).

Get in Touch

If you’re planning an M&A transaction or need assistance reviewing or drafting an SPA, our team at Lafrouji Avocats is here to help. We bring local insight, international experience, and practical solutions to protect your interests.

M&A Transactions and Share Purchase Agreements (SPA).

📩 Contact us at contact@lafroujiavocats.ma to schedule a consultation.