Mergers & Acquisitions

Purchases and Sales of Businesses

We understand that the purchase or sale of a business, or line of business, can involve a complex array of legal considerations for both the seller and the purchaser, as well as for founders, investors and other principal stakeholders. We work closely with our clients to navigate all stages of the M&A process — from initial target identification, competitive bidding situations, letters of intent and due diligence, to negotiation and drafting of the definitive transaction agreements, getting the deal closed, and attending to post-closing matters such as purchase price adjustments, earn-outs and indemnification claims.

Our M&A Practice Includes:

    • Purchases and sales of businesses, including asset and stock acquisitions and divestitures, reorganizations, recapitalizations, tender offers, recapitalizations and other forms of business combinations;
    • Counseling clients through initial target identification, competitive bidding processes, non-disclosure agreements, letters of intent / term sheets, and exclusivity and “no-shop” agreements;
    • Assistance with due diligence review and risk assessment;
    • Negotiation and drafting of the definitive purchase agreements, as well as related ancillary documents such as non-competition agreements, management and employment agreements, disclosure schedules, bills of sale, and escrow agreements; and
    • Counseling clients on post-closing matters, such as purchase price adjustments, indemnification claims, earn-outs, covenant compliance, and business integration.

Please note that securities law matters can arise in connection with M&A transactions, including with regard to equity transfers, tender offers, and other matters that may implicate state and federal securities laws. Please click here for more information about our securities law practice.

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