MERGERS & ACQUISITIONS
Sooner or later, most businesses are involved in mergers and acquisitions (“M&A”) or divestitures. Either market changes or succession concerns eventually drive the buying or selling of divisions, subsidiaries or whole businesses. We advise clients in all aspects of M&A
Strategy and Structure.
An M&A deal rarely happens overnight. We strive to understand our client’s long-term vision and plans and then help refine the strategy to realize such goals. We work toward determining the right deal structure, taking into account tax, regulatory, personnel and other legal considerations
Negotiation and Drafting.
Once the strategy and structure are in place, we represent clients in negotiating and drafting all key contracts, from the initial NDA or non-disclosure agreement to the term sheet to the LOI or letter of intent to the definitive merger, stock purchase or asset purchase agreement.
We assist sellers in anticipating and preparing for the burdens of due diligence, which can be quite an adjustment for long-time private companies. Similarly, we assist buyers in developing and implementing an appropriate due diligence program. When a potential concern is uncovered during due diligence, we strive to assess the significance and formulate a response quickly, keeping our client’s objectives in mind. At all times, our goal is for there to be few or no surprises after the closing.
An important M&A concern is allocating responsibility for employment, environmental, product liability and other claims based upon events that occurred prior to the closing of a deal. Also, there usually are extensive work to set the seller’s responsibility for the condition of the business and assets being conveyed. Managing these post-closing risks is particularly vital when the sellers are retiring and desire to avoid years of potential or contingent liabilities. We work with clients to negotiate appropriate representations, warranties and indemnifications for allocating such responsibilities. In addition, we strive to resolve or eliminate potential risks before closing and, where feasible, procure suitable insurance policies to reduce uncertainties further.
Other Areas of Business Law
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