We regularly consult with sellers, buyers, directors, officers, investors, equity groups and other financing resources, management groups, business brokers and others involved in the M&A process.
Because we have been engaged in M&A transactions for such a long period of time, we know and are able to advise our clients on the practical aspects of and respond to questions relating to the pros and cons of earn outs; determining the best form in which to complete the transaction; what is customary in indemnification and hold backs; what is typically negotiable and what items are more difficult to negotiate; how to properly conduct due diligence; what to look out for from a tax perspective; how to best deal with the employees, their benefits, workers compensation issues and other potential liabilities; and perhaps, most importantly, to bring the transaction to closure or help you decide that it is best that the transaction should not close.
The documents used in M&A transactions are often numerous and can at times be very complicated. Our attorneys will make those documents understandable as well as all of the issues that arise in M&A transactions. We are fully experienced in negotiating and preparing pre-acquisition Confidentiality Agreements, Letters of Intent or Term Sheets; dealing with financing sources and the related Loan Documents; where appropriate, advising on estate planning and tax issues created by the M&A transaction; advising on appropriate due diligence and providing advice and assistance during the process; negotiation and preparation of the Stock Purchase Agreement, Asset Purchase Agreement, Merger or Consolidation Agreement; transaction legal opinions; negotiation and preparation of other agreements related to the transaction, such as Employment Agreements, Consulting Agreements, Notes and Security Agreements, Non-Compete Agreements, Real Estate Sales Agreements, and all the documentation generally associated with the Closing of the transaction.
We pride ourselves as being deal makers, not deal breakers. We use our experience and creativity to help our clients realize the best outcome, which often may require offering alternatives to bring the M&A transaction to fruition. Regardless of the size of the transaction, we will provide you our full knowledge and experience to make the M&A process as smooth and uncomplicated as we possibly can.
We are fully experienced in negotiating and preparing:
Letters of Intent or Term Sheets;
Dealing with financing sources and the related Loan Documents;
Advising on estate planning and tax issues created by the M&A transaction;
Advising on appropriate due diligence and providing advice and assistance during the process;
Negotiation and preparation of the Stock Purchase Agreement,
Asset Purchase Agreement,
Merger or Consolidation Agreement;
Transaction legal opinions;
Negotiation and preparation of other agreements related to the transaction, such as:
Notes and Security Agreement
Real Estate Sales Agreements and all the documentation generally associated with the Closing of the transaction.