Business Sales & Major Transactions

Business Sales & Major Transactions

Business Acquisitions, Divestitures, Mergers, and Major Transactions

We are experienced in providing buyers and sellers with the experienced legal representation required in major transactions, including mergers, acquisitions, and divestitures.  In the course of these and other significant transactions, we provide clients with:

  • Transaction Structure. In a business sale, often the transaction can be effectuated through and asset or equity purchase.  There may be advantages and disadvantages to a client for each of these alternatives.  We work with clients (and often their tax advisors) to determine which course is the more desirable.
  • Reasonable legal due diligence. Legal due diligence consists of protocols for examining underlying matters to a transaction to examine critical aspects such as stock ownership, asset title, and corporate transactional authority and authorization.  Legal due diligence is not a guaranty that there are not any potential problems; rather it is a process driven and customized by the nature of the transaction designed to undertake reasonable measures to identify potential deal breakers.
  • Negotiation and Contractual Drafting. As experienced transactional lawyers, we represent clients in negotiating the key legal aspects of transactions with opposing counsel, and draft the applicable documents covering the pertinent aspects of the transaction.
  • Schedule Preparation. Many transactions will require schedules.  Often these include items like lists of litigation, licenses, key agreements, or other matters.  We assist clients in making sure that all schedules required by the definitive agreements are prepared as required and are complete to best of our client’s ability.
  • Post-Closing Matters. Following many significant transactions, additional actions will be required, such as regulatory filings or stock matters.  We represent clients in helping them to make sure that all such actions are properly undertaken.
  • Risk minimization. In many transactions there are opportunities to minimize risk, particularly through reasonable due diligence and contractual representations and indemnities.  While there is no way to reduce all risks, we work with clients to identify the key risks that exist and possible ways to reduce such risks to the extent possible.

To learn more about how we can be of service to you and your business, please contact us.

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