Mergers & Acquisitions encompasses all transactions involving the sale or merger of businesses and business assets. M&A attorneys advise sellers, buyers, founders and investors on all aspects of M&A transactions.
An experienced M&A attorney helps you get the best deal while limiting risk
Eventually all business founders and investors need to exit their business. They may sell or merge the business as a whole, break it up and sell the assets in either one transaction or many, or they might sell their stake in the business through either a private transaction or by electing to list their business’ securities on the public markets. In some cases a business is passed on to family members or managers and employees through a buyout. Sometimes a business is sold at a profit, other times in bankruptcy or under threat of bankruptcy. In rarer cases a business is simply dissolved, either by design or because the idea simply never took off.
In each case, the transfer of a business or business interest is a complex transaction for all parties that requires expert advice.
The following are the services we provide to the different parties to a transaction.
Sellers
Sellers usually begin the preparation for an M&A transaction months in advance of a targeted signing/closing date (an exception is when a business receives an unsolicited acquisition offer). We advise on all aspects of the process, including:
- Preparation for acquisition
- Re-organization of business entity, if required
- Organization of business documentation in preparation for diligence review
- Retainer agreements with investment bankers and other M&A advisors
- Preparation of NDAs for interested bidders
- Initial draft of acquisition agreement for interested bidders
- Initial negotiations
- Advise on auction/offering process, including NDA negotiation
- Advise on preliminary diligence process
- Negotiate term sheet
- Negotiate letter of intent/exclusivity
- Negotiations/signing of definitive documents
- Advise on confirmatory diligence process
- Negotiate definitive acquisition agreement and ancillary documents
- Advise on board and shareholder approval processes
- Manage signing legal/documentation workflows
- Closing
- Manage closing legal/documentation workflows
- Issue any required opinions of counsel
Buyers
The key to capturing value and limiting risk for buyers is obtaining quality intelligence on the target business through the due diligence process. We have extensive experience conducting legal diligence investigations for buyers, and provide a full service solution for all acquisitions, including:
- Initial diligence and bid process
- Negotiation of NDA agreement
- Initial diligence
- Preparation of bid/term sheet
- Negotiation of letter of intent/exclusivity agreement
- Diligence and entry into definitive negotiations
- Legal diligence review and reporting
- Advise on revised bid, if needed
- Negotiate definitive agreement and ancillary documents
- Manage signing legal/documentation workflows
- Closing
- Manage closing legal/documentation workflows
Individual founders and investors
We also advise founders and investors in their individual capacity. The company’s counsel represents the company’s interests, which is why many founders and investors find it valuable to retain their own M&A attorney to ensure they are protected in a process that can be confusing and stressful. We make sure they understand the effects of the definitive documentation, advise them on their options (both as members of the board or as shareholders), and ultimately make sure their rights and investments are protected in the negotiation process.