A merger or acquisition can be a very challenging process; there are many issues to consider and paperwork to complete, which is why it is extremely important to seek legal counsel. Usually, mergers and acquisitions can be lengthy processes as well, which will require experts in finance, human resources, marketing, and law. Experienced legal counsel can help you sort through and simplify this process.
The most relevant issues that these experts will review are:
- Evaluating deal structure alternatives from Stock Purchase Agreements to Asset Sale Agreements
- Determining the true market value of the business
- The proper transferability of liability from the acquired company to the acquiring company
- Arriving at a reasonable value of the existing member shares
- Assessing tax consequences of the deal structure
- Determining who chooses the appraiser
- Determining the appropriate way to finance the transaction using cash and equity
- Identifying disputes and varying interests
- Negotiating guaranties and warranties on the sale •
- Creating an exit strategy if one is necessary, including indemnification provisions
- Drafting Non-Compete and Non-Solicitation Agreements
Each side of a merger or acquisition requires strong legal counsel to perform due diligence in all of these activities. This ensures that all disclosures and representations are made to you, for you in ways that will protect your interests.
Contact a Minnesota Merger and Acquisitions Attorney
If you are planning or even thinking about a merger or acquisition in your business’s future—whether as a buyer or seller—contact us for experienced and knowledgeable legal representation.