Mergers & Acquisitions
On any scale, buying or selling a business can be a stressful and uncertain process. Deals move quickly, and having the right information to evaluate the offering is key.
Experienced in representing buyers and sellers of businesses of all sizes across industries, Best Best & Krieger LLP’s (BBK) Mergers & Acquisitions attorneys help clients manage the process and limit risk through careful pre-acquisition planning, thorough due diligence investigation, and effective structuring, drafting, and negotiation of transaction and financing documents. Our attorneys have negotiated a wide variety of mergers, acquisitions, joint ventures, strategic alliances and other business combinations, utilizing these transactions to help clients optimize their market position. We work with a variety of clients, including major shareholders, lenders, officers, directors, management, and investors.
BBK attorneys are fully aware of the benefits and pitfalls of all types of transactions and advise clients on the many issues that may arise, as well as negotiate and document all deal terms. We provide guidance throughout all phases of a transaction and even address post-closing issues. Drawing on the knowledge and experience of our Regulatory, Environmental, Labor & Employment, Intellectual Property, Finance, Tax and Bankruptcy attorneys, among others, we assure that all aspects and implications of each deal are given due consideration.
Comprehensive Services
Our attorneys are experienced in handling:
- Business purchase and sale agreements and ownership structuring
- Debt and equity financing, and associated loan documentation
- Due diligence investigations
- Asset valuations, acquisitions and sales
- Teaming arrangements
- Spin-offs and division sales
- Tax-free and taxable mergers and reorganizations
- Legal and regulatory compliance
- Antitrust considerations
- Registration, issuance and transfer of public and private securities
- Going public and going private concerns
- Regulation D private placement memoranda
- Employee benefits plans, executive compensation and stock option agreements
- Shareholder and client communications, notifications, disclosures and documentation
- Cash versus equity deals
- Closing conditions
- Noncompetition and nonsolicitation agreements
- Representations and warranties
- Working capital considerations and adjustments
- Labor and employment
- Management, employment and indemnification agreements
- Overall succession planning
- Corporate governance matters
- Securities issues
- Tax implications
- Intellectual property protection
- Real property concerns
- Environmental compliance
