Mergers and Acquisitions
Our team provides exceptional legal services to clients looking to buy or sell businesses.
We have decades of experience advising clients in mergers and acquisitions. We understand that it is critical to close deals on favorable terms and on time.
We pride ourselves on being efficient and responsive to your needs. Our goal is to help you achieve your business objectives while minimizing legal risk and maximizing value.
We will work closely with you and your advisors throughout the process. In our experience, this comprehensive team approach achieves the best results.
We strongly recommend that you coordinate with us early in the process. It is critical to have a non-disclosure agreement in place to protect confidential information. It is also important to negotiate a letter of intent or term sheet at the outset to obtain and document favorable key business terms and minimize deal risk. The letter of intent will provide the road map for the transaction and the drafting of the agreements.
We offer a wide range of services, advice, and agreements to meet your needs, including:
- Drafting and Negotiation: Our team has extensive experience drafting and negotiating a variety of agreements including non-disclosure agreements, letters of intent, asset purchase agreements, stock purchase agreements, merger agreements, leases, restrictive convenants, non-compete, and employment agreements.
- Financial and business Assistance: We know that financial and business terms are critical. We emphasize these items in our analysis, advice, and negotiations.
- Income Tax Planning: Our team works closely with your tax advisors to structure and implement transactions in a tax-efficient manner. There are often opportunities for income tax deferral and avoidance.
- Earn-outs: Earn-outs can often be used to bridge the gap between buyers and sellers. Earn-outs can enable sellers to obtain a higher return for their business and create a “win-win” situation for the parties based on the post-slosing performance of the business.
- Risk Assessment and Negotiation: We focus on the representation, warranty, indemnification, and escrow holdback provisions to identify and minimize risk.
- Due Diligence and Disclosure Schedules: We work closely with you to implement the due diligence and disclosure schedule process efficiently.
- Regulatory Compliance: We can help you navigate complex regulatory environments and ensure that the transaction complies with relevant laws and regulations.
- Releases: When appropriate, we seek releases from employees or other parties to minimize post-Closing risk.
- Representation and Warranty Insurance: When appropriate, we can assist with obtaining and implementing representation and warranty insurance coverage to minimize risk.
- Post-Closing Integration: We advise on post-closing integration issues, including employment and transition matters, and assist with the implementation of post-closing plans and agreements.
- Estate and Gift Tax Planning: Our team is uniquely positioned to provide valuable pre or post-transaction wealth planning and estate and gift tax planning.
We understand that every client and business is unique. We take the time to understand your specific goals and objectives. We work closely with the sale or acquisition team throughout the entire transaction to ensure that we are providing exceptional service and achieving the key goals and objectives.
Our attorneys have broad experience in a variety of industries. For example, we have substantial industry-specific experience with insurance agencies, food and agriculture, technology, and manufacturing purchase and sale transactions.
Our attorneys also assist with internal sale transactions, partnership, and joint venture structures, employee stock ownership plan (ESOP) purchases, and buy-sell agreements. These types of transactions often include our wealth and business succession planning services.
If you are looking for a responsive, experienced, and client-focused legal team for your sale or acquisition, please contact us.
