Mergers, Acquisitions and Divestitures

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.  We provide our clients with legal counsel, practical guidance and extensive experience in navigating every stage of a transaction.  Our corporate group lawyers regularly advise and assist clients in the various aspects of mergers, acquisitions and divestitures, 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 the structure of the transaction or the divestiture including, considering the appropriate business form and advising on the tax consequences of the transaction and tax planning for the future operation of the business
• Negotiating and drafting the purchase agreement, as well as all ancillary agreements including technology licenses and assignments, service agreements and other contracts that are necessary to gain or transfer the full benefit of the purchased business
• Assisting with the documentation of any third-party or seller financing for the purchase
• Addressing securities laws and other regulatory or compliance obligations relating to the transaction

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 the transaction through the completion of the deal.