Brouse McDowell | Our Practice Areas

Business, Corporate & Securities

Mergers and Acquisitions

A business acquisition or sale is a complex undertaking. Whether the client is the buyer or the seller, such a transaction requires our full understanding of the client’s business and a comprehensive approach to the legal and business issues of the transaction.

Buying or selling a business traditionally is accomplished by a sale of assets (land and buildings, equipment, inventory), a sale of the stock or other ownership interests, or a merger of the purchased company with the buying company. Brouse McDowell’s business lawyers regularly advise and assist clients in the various aspects of mergers and acquisitions, including:

Performing due diligence – the process of seeking or providing information about the business for the purpose of evaluating or verifying its legal and financial soundness
Negotiating and drafting the purchase agreement, as well as technology licenses, service agreements and other contracts that are necessary to gain or transfer the full benefit of the purchased business
Assisting with arranging financing for the purchase
Addressing securities laws and other regulatory obligations relating to the transaction
Considering the appropriate business form and advising on the tax consequences of the transaction and tax planning for the future operation of the business

We have extensive experience in mergers, acquisitions and divestitures, working with clients ranging from small family-owned businesses to large public corporations. Our lawyers work with bankers, accountants, environmental consultants and other professionals to coordinate a strong multi-disciplinary approach to purchase assessment and completion.

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