Whether a client is acquiring a new business or selling its existing business, our attorneys are here to help.
In any business acquisition or merger transaction, each party should consider the protections it will need throughout the acquisition process. Our attorneys recognize that each transaction is unique, and that there is no one-size-fits-all approach.
We assist both buyers and sellers during the entirety of the M&A process. Our work regularly involves:
- Ensuring appropriate non-disclosure and business protection agreements are in place when exchanging sensitive information or introducing key personnel during the due diligence phase to protect both sides in case the deal falls through;
- Crafting a term sheet or letter of intent that is either binding or non-binding, depending on the parties’ goals, including both the financial and non-financial terms of the deal;
- Compiling and reviewing due diligence materials to ensure that each party’s representations about their business match with reality (and, where necessary, assisting buyer-side clients with “cleanup” issues in preparation for a sale);
- Negotiating and drafting purchase and sale agreements which capture all monetary and non-monetary terms of the deal, including all-important representations, warranties, covenants, and other protections to set clear expectations and mitigate the risk of post-closing disputes; and
- Negotiating and drafting ancillary agreements relating to the sale, such as non-competition agreements, retention agreements for key employees, licensing agreements, lease assignments, indemnity and escrow agreements, and equity rollover agreements.
