Mergers and Acquisitions

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Mergers and acquisitions counsel that structures, diligences, and documents your deal to hit business goals while containing risk, from first term sheet through regulatory approval and closing.

Mergers and acquisitions reward careful structuring and punish loose drafting, and the difference often shows up years after closing. We represent buyers and sellers in acquisitions, divestitures, and strategic deals, lining up the structure, diligence, and documentation so the transaction delivers what you wanted and the risks land where they belong.

Deal Structuring And Tax

How you structure a deal drives its tax treatment, liability exposure, and regulatory path. We work through asset purchases, stock acquisitions, and statutory mergers to find the form that fits your goals, weighing successor liability, tax efficiency, third-party consents, and timing so the structure supports the business case rather than fighting it once the deal closes.

Due Diligence Review

Diligence is where the real condition of a target comes to light, and where price and protections get set. We run focused diligence that surfaces the issues that actually move a deal, including contracts, litigation, employment, and, with our technical background, the IP, software ownership, and security posture that generic checklists tend to miss, then translate findings into deal terms.

Agreement Drafting And Negotiation

The purchase agreement is where the deal becomes enforceable, so the words have to do the work. We draft and negotiate acquisition agreements covering purchase price and adjustments, representations and warranties, indemnification, escrows, and closing conditions, and we hold firm on the provisions that determine who bears the loss if a problem surfaces after the ink dries.

Regulatory Approvals And Clearance

A signed deal still has to clear the regulators before it is real. We manage the approvals your transaction needs, including Hart-Scott-Rodino antitrust filings, CFIUS review for deals with foreign-investment sensitivities, and industry-specific clearances, sequencing the filings and conditions so regulatory timing does not blow up your closing schedule or your financing.

Frequently asked questions

It depends on what you're trying to avoid and what you can keep. An asset purchase lets the buyer pick which assets and liabilities to take on and usually steps up the tax basis, but you have to assign contracts individually, which can mean third-party consents. A stock deal is simpler to paper because the company passes intact, but the buyer inherits everything, including liabilities you may not know about.

Diligence reviews the target's financials, legal standing, operations, and commercial relationships to confirm you're buying what you think you are. How deep it goes depends on the deal size, the timeline, and where the risk is. For a software company, for example, we'd dig hard into IP ownership and open source, while a services business might warrant more focus on customer contracts and employee classification.

It depends on the business, but IP, material contracts, litigation, regulatory compliance, financial statements, and employee matters are usually where the real exposure lives. The point of these reps is to allocate the risk of unknowns to the seller and give you a remedy if something turns out to be untrue. We tailor them to the specific risks diligence surfaces rather than relying on boilerplate.

The seller typically agrees to indemnify the buyer for losses caused by breaches of the reps and covenants. The negotiation is really about the limits: the cap on total liability, the basket (a deductible before claims kick in), how long the reps survive, and whether part of the purchase price sits in escrow to back the obligation. These terms decide how much protection the indemnity is actually worth.

If the deal exceeds the Hart-Scott-Rodino size thresholds, yes, you have to file a pre-merger notification and wait out the statutory period before you can close. We evaluate HSR exposure early because the waiting period affects your timeline, and certain deals draw a second request that can stretch things out considerably.

Rep and warranty insurance shifts the risk of breaches from the seller to an insurer, which can be attractive when the seller wants a clean exit or the buyer wants a deeper-pocketed backstop. It's become common in mid-market and larger deals. It also changes how you negotiate the underlying terms, since the insurer's requirements drive things like diligence depth and survival periods.

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