Mergers & Acquisitions

Acquiring or Selling a Business

The process of acquiring or selling a business offers many challenges. Our team of attorneys has extensive experience in merger and acquisition transactions. We represent both buyers and sellers in negotiated acquisitions, divestitures, mergers, consolidations, reorganizations, recapitalizations and other transactions. Our attorneys help clients identify the business issues on either side of the transaction. Then, we work with clients to determine the deal structure that best suits the client’s strategies and tax needs. This process involves: 

• Choosing the most appropriate form of transaction, including asset acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing and installment sales 
•  Analyzing state and federal income tax implications
•  Negotiating letters of intent and related confidentiality agreements
•  Reviewing the target’s corporate documents, such as charter documents, state qualifications and authorized and issued outstanding shares and related matters
•  Reviewing compliance with regulatory requirements
•  Negotiating the agreement between the buyer and seller, including the representations and warranties provisions addressing employee benefit plans and other personal matters, indemnification agreements and limitations on liability, conditions relating to necessary financing, and other closing conditions
•  Documenting related corporate matters, such as approvals by the board of directors and shareholders
•  Closing the transaction