Mergers & Acquisitions
Our merger and acquisitions attorneys represent buyers, sellers, investors, private equity firms, and other clients in transactions involving the purchase or sale of smaller “mom & pop” businesses to those with valuations exceeding $100 million. We represent clients from the letter of intent stage through closing, and often continue to represent buyers after the transaction closes.
We represent clients through every stage of the process and long after the deal closes.
We typically represent clients in several dozen acquisitions or divestitures per year, which may be in the form of equity transactions, asset transactions, or the sales of business divisions. Through decades of M&A experience, we have developed refined techniques for conducting legal due diligence, identifying potential issues, contract and disclosure schedule development, and related matters.
Our representation of both buyers and sellers includes deal structure, tax guidance, contract and schedule preparation and negotiation, advice on employment and benefit matters, identifying consents and approvals that may be required, providing opinion letters, preparing board and shareholder consents, and providing legal due diligence review of contracts, actual and threatened litigation, disputes, intellectual property, and other key matters. At closing, we assist in the assignment of contracts and licenses, and the cancellation/new issuance of securities.
A significant objective of sellers is usually to have a “clean break” following a sale, with as few obligations and potential liabilities as possible. We can help sellers in positioning companies for sale by engaging in a limited form of due diligence review and seeking to resolve any open matters that are identified. Through this practice, transactions can proceed more smoothly, and liabilities can be minimized.
Buyers naturally do not want to purchase unexpected liabilities or otherwise endure any post-transaction negative surprises. Our representation of buyers is therefore particularly focused in areas in which unknown liabilities may exist, and protecting buyers – to the extent reasonably possible – against such matters through contractual provisions (including representations, warranties, and indemnification), as well as potentially through indemnity escrows, insurance and other mechanisms.
- Review & Negotiation of Investment Banking Agreements
- Tax Structuring of Transactions
- Corporate clean up to prepare a business for sale
- Due Diligence
- Preparation & Negotiation of Letters of Intent
- Drafting & Negotiation of Purchase Agreements
- Negotiation of Representations and Warranties Insurance
- Preparation of Schedules
- Delivery of Opinion Letters
- Representation of Management for Employment, Retention and Noncompetition Agreements
- Post-Closing Transition Matters
Practice Area Contact – Greg Russell