Practices
- Alternative Dispute Resolution Services
- Business Restructuring, Bankruptcy & Commercial Law
- Business Transactions & Corporate Counseling
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- Clean Air Act
- Commercial Transactions and Property Acquisition
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- Litigation & Information Management
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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.
- Overview
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.
- Attorneys
- News
August 18, 2022The Best Lawyers in America 2023 Recognizes 27 Brouse Attorneys in 32 Practice Areas and 5 Attorneys as "Ones to Watch"
November 04, 2021Brouse McDowell Recognized by U.S. News & World Report's "Best Law Firms" 2022 in 26 Metropolitan Practice Area Rankings
August 19, 2021The Best Lawyers in America 2022 Recognizes 28 Brouse Attorneys in 32 Practice Areas and 6 Attorneys as "Ones to Watch"
February 26, 2021Craig Horbus Comments on Acquisition of Velvet Tango Room
November 05, 2020Brouse McDowell Receives 29 Practice Area Rankings in US News - Best Lawyers "Best Law Firms" 2021
August 20, 2020The Best Lawyers in America 2021 Recognizes 28 Brouse Attorneys in 33 Practice Areas and 4 Attorneys as "Ones to Watch"
November 01, 2019Brouse McDowell Earns 24 Practice Group Rankings by U.S. News -- Best Lawyers "Best Law Firms"
August 15, 2019Twenty-eight Brouse McDowell Attorneys Recognized in 33 Practice Areas to The Best Lawyers in America 2020
January 21, 2019Brouse McDowell Partner Patricia Gajda Speaks on M&A at Cleveland EO Panel
November 02, 2018Brouse McDowell Secures 19 Practice Area Rankings in "Best Law Firms" 2019
August 15, 201825 Brouse McDowell Attorneys Recognized in 19 Practice Areas to The Best Lawyers in America 2019
- Client Advisories
October 04, 2019Cybersecurity Alert: Recent Increase in Wire Transfer Fraud