Mergers and Acquisitions
Are you thinking about selling your business? Do you want to buy or purchase a business?
We represent clients in a variety of industries in acquiring or selling a business. We meet with the clients 1:1 to fully understand their needs and discuss their vision and goals. Generally speaking, the framework of a corporate transaction consists of 1) preliminary advice and due diligence; 2) negotiating the agreement; and 3) completing the transaction.
Buyers and sellers of businesses alike must address a variety of issues before beginning to negotiate an acquisition agreement. Some of the preliminary items include a Letter of Intent, a Confidentiality Agreement, the due diligence process, the significance of basic federal income tax factors, and the engagement of a law firm.
Once a party to a business combination has determined the basic structure of the transaction and developed a fundamental understanding of the nature of the target company's business and potential sources of liability, the parties will then negotiate and execute a definitive acquisition agreement. There are several key elements to a definitive acquisition agreement including board of director considerations, labor and employment law issues, environmental issues, employee benefits, intellectual property and indemnification provisions, among others.
The definitive acquisition agreement is designed to outline the terms of a deal and to operate as a risk shifting device through the representations, warranties, covenants and indemnification provisions that is also included. Nonetheless, there is still much work to be done before the transactions is sign, sealed and completed.
Our firm will assist you along the path towards and through a transaction whether buy-side or sell-side. We will work with the business owner, management as well as outside parties (legal, bankers, etc.). Our firm will even negotiate on your behalf for the best possible outcomes.