Private M&A (merger and acquisition) deal meaning

In practice, a private M&A (merger and acquisition) deal is the purchase or sale of a privately owned or unquoted company, business or assets, as opposed to a public takeover. The term is descriptive rather than defined in legislation or case law and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Typically executed under a share purchase agreement (SPA) or asset purchase agreement (APA), with contractual risk allocation through warranties, indemnities, the disclosure letter and warranty and indemnity insurance. Pricing commonly uses completion accounts or a locked box and may include earn‑outs. Transactions follow legal, financial and tax due diligence and may include conditions precedent such as merger control, regulatory approvals and third‑party or lender consents. Employment and pensions, TUPE on business transfers, IP assignment, real estate title and tax (including stamp duty/SDRT) are key issues. Under the UK Companies Act 2006, private companies are not subject to the financial assistance prohibition; in Ireland, it remains restricted but can be approved via the Summary Approval Procedure. Scots law has distinct property transfer formalities. Merger control is overseen by the CMA and Ireland's CCPC. Shareholder rights (drag‑along/tag‑along), consents and completion mechanics are negotiated.