Mergers and Acquisitions
Our M&A attorneys can assist your company with your business transaction
The legal process often associated with mergers and acquisitions can complicated and confusing. Whether you’re buying, selling or merging companies together, it’s critical that every formal contract and mandatory filling complies with all applicable state and federal rules and regulations. Otherwise, one or both companies could be fined or penalized for failing to comply with such laws.
Our knowledgeable M&A attorneys at Eller Tonnsen Bach, LLC can assist with your merger or acquisition every step of the way. We have years of experience handling such complex financial transactions throughout South Carolina and North Carolina. As a result, we’re familiar with the legal issues often associated with such transactions and how to successfully navigate through them. That’s why we’re the law firm many companies choose to deal with their business litigation matters.
What are common legal issues involving mergers and acquisitions?
A merger with another company or purchase of another business can take many different forms. Each step of the way, different legal issues can arise that can potentially jeopardize such transactions. That’s why it’s critical that companies consult with an attorney before signing or finalizing any formal contracts or agreements associated with mergers and acquisitions. Some of the legal issues often associated with such business transactions include:
- Closing Transaction
- Confidentiality Agreement
- Due Diligence Investigation
- Letter of Intent
- Sale of Assets
- Sale of Stock
- Reverse Mergers
Don’t underestimate the complexity or importance of such legal matters. State and federal regulatory agencies – including the Securities and Exchange Commission (SEC) – carefully scrutinize every document and verify whether all the information included in formal applications is accurate and complete. An attorney can help with the approval process and make sure your legal questions are answered and addressed in compliance with all state and federal laws.
Make sure you understand your legal rights, obligations. Contact us
Companies regularly hire consultants who specialize in specific types of business transactions or investments. The same should apply when it comes to legal issues involving merging with another company or buying another business. You need a lawyer who knows the rules and who will make sure your financial transaction complies with all applicable state and federal laws.
Our legal team has a well-earned reputation among business professionals for our meticulous, detail-oriented work. We carefully review every contract and legal document associated with such transactions. We can also explain the legal implications of different approaches to clients buying, selling or merging businesses together. We leave nothing to chance and focus on delivering results.
Discover why we’re the law firm businesses choose to represent them. Contact us and schedule an appointment with one of our attorneys. Our firm has three offices conveniently located in South Carolina and North Carolina to serve your legal needs.
A pending merger and acquisition is not final until both sides agree to the terms outlined in the closing transaction. Such legally-binding documents may include clauses or closing conditions in order for the agreement to become final. Such clauses might seem like minor details. But the reality is the definitive terms of a closing transaction can have dramatic consequences for all parties involved. That’s why it’s critical that companies carefully review all legal documents before approving or ratifying any agreement. An experienced closing transaction attorney can draft and review such documents and explain the legal implications of each one. That way, your company can make informed decisions based on the facts.
Many pending mergers or purchases of another company often involve trade secrets and other sensitive information about both companies. Whether or not the sale or merger goes through, it’s important for such information to remain private. Often, both sides sign confidentiality agreements during negotiations between companies. Such agreements are routinely included in a letter of intent between companies considering a merger, purchase or sale. These documents might seem straightforward. But it’s important to carefully consider all the legal implications associated with signing a confidentiality agreement. That’s why it’s critical that you consult with an attorney who can review a proposed agreement or draft one for your company.
Before finalizing a merger or acquisition, it’s important for companies to carefully consider every legal contract, document or agreement associated with such a transaction. That’s because such documents often cannot be changed or amended after both parties have signed them or submitted them for regulatory approval. As a result, it’s incumbent upon all parties involved to carefully investigate the financial and legal implications of such documents. This preliminary phase of a pending merger or acquisition routinely involves a “due diligence” investigation. An attorney can assist with this investigation. Normally, the company being sold shares information about existing contracts, liabilities and assets. The company planning to buy another business may also request additional information in a letter of intent included as part of a due diligence agreement outlined in the letter.
If a company is considering merging with another business or purchasing the company, the proposed buyer or merger outlines the initial, proposed offer in a formal document known as a letter of intent. Such documents are often only a few pages long. However, a letter of intent can set the tone for negotiations between companies and significantly influence the outcome of a pending sale or merger. As a result, it’s critical that companies carefully consider every single word in a letter of intent. The same is true for businesses that receive such a letter. They should analyze such a document and determine whether it’s in the best interests of their company to accept the offer outlined in the letter of intent, reject it outright and negotiate better terms and conditions. An attorney can assist with all of these steps and should be consulted by either party. That way, your company will not have any regrets later when you decide to accept or reject such an offer.
This legal term often refers to how certain types of business sales are structured. Specifically, a sale of assets normally refers to the purchase or sale of a company that is owned by a partnership, corporation, limited liability corporation (LLC) or a sole proprietor. If your company is considering buying or selling a business using this type of financial transaction, it’s critical that you fully understand the potential advantages and disadvantages associated with a sale of assets. An attorney can explain the potential liabilities and possible tax implications involved in such transactions. That way, you can decide if this approach makes the most sense for your merger or acquisition.
Many mergers and acquisitions of corporations involve the sale of stock to investors. Such purchase and sale agreements may seem straightforward. But the reality is there are many steps that need to be undertaken before a stock sale can take place. That’s why it’s important to consult with an M&A attorney familiar with this area of the law who can guide you through the process. A lawyer can explain the different types of stock sales, the tax implications associated with each one and which type of sale makes the most sense for your specific business transaction.
A reverse merger involves private companies seeking to become public corporations. In a reverse merger (also referred to as a “reverse IPO” or “reverse takeover”), a private company buys the majority of shares in a company, which then merges with a private corporation. By using this method, a private company becomes a public corporation without having to go through the initial public offering (IPO) process. Many fast-growing companies use reverse mergers to generate financial capital without the risks often associated with traditional publicly traded companies. To learn more about reverse mergers and whether they’re the right approach for your company, talk to an experienced business attorney familiar with corporate finance law. Contact our law firm. We can help.