Skip to content
Erudite AfricaCenter of Excellence
← Mergers and Acquisitions (M&A) Strategy and Execution

Structuring the deal and the legal documents

Module 04 / 5 · 65 min

Choose between asset and share deals, cash and shares, earn-outs, escrow and locked box or completion accounts, then turn the deal into a term sheet, SPA and shareholder agreement that protect each side.

In this module you will learn to

  • Compare asset and share deals and the Ethiopian tax and transfer issues of each
  • Structure consideration with cash, shares, deferred payment, earn-outs and escrow
  • Choose between a locked box and completion accounts and compute the price adjustment
  • Draft the key protections: representations and warranties, indemnities, MAC clause and conditions precedent
  • Design governance terms in a shareholder agreement for a minority strategic investor

Built on

  • Erudite Africa course specification 3.c: Mergers and Acquisitions (M&A) Strategy and Execution, Levels 1 and 2 (October 2026)
  • Erudite Africa Training Module: Ethiopian Context, programme overview and regulatory register (October 2026)
  • NBE directives as listed in the lessons: SBB/78/2021 (reported), SBB/87/2024, SBB/88/2024, SBB/89/2024, SBB/91/2024, SBB/92/2024, SBB/94/2025, SBB/95/2025, MFI/36/2023, FXD/01/2024 and FXD/04/2026
  • Banking Business Proclamation No. 1360/2025; Investment Proclamation No. 1180/2020 and Investment Board Directive No. 1082/2025; Income Tax Proclamation No. 979/2016 as amended by No. 1395/2025; Capital Market Proclamation No. 1248/2021 and ECMA Directive No. 980/2024
  • Commercial Code Proclamation No. 1243/2021 and the Trade Competition and Consumers Protection Proclamation No. 813/2013, as cited in the course specification (texts to be checked)
  • General M&A market practice on process, valuation, SPA terms and integration; all companies and people in examples are fictional

Examples and companies are fictional. Bank practices are shown as typical Ethiopian practice, not as any one bank's policy. Always apply your own institution's approved policy and the current NBE directives.