Mergers & Acquisitions
Companies merge with and acquire other companies for one reason – to grow. The growth potential could stem from a host of different factors, and you have done the hard work of developing the business plan and have worked through how a merger or acquisition will help grow your company. Congratulations, you have completed step one.
Step two is structuring the merger or acquisition and there are a number of significant issues to consider. This is where legal counsel comes into play. We focus on three principal considerations.
The first consideration is taxes. Mergers and acquisitions involve the transfer (through sales, contributions or exchanges) of company assets or company stock (or interests). We will walk you through the different options and discuss with you the tax consequences of each option so that the transaction can be structured in the most tax advantageous manner possible.
The second consideration is liability. During the course of your own investigation you have no doubt looked at the assets of the company you are acquiring or merging with. But have you considered the stated (and unstated) liabilities of the company? After all, the goal is to acquire a new company, not a new lawsuit! We will help you structure the transaction in a manner that either avoids the assumption of such stated and unstated liabilities, or, at the very least, protects you against these liabilities.
After developing strategies to avoid or mitigate taxes and liabilities, the third and final consideration is negotiating and drafting the merger or acquisition documentation. In many respects, this final step is not significantly different than negotiating or drafting a purchase and sale agreement.
Step two is structuring the merger or acquisition and there are a number of significant issues to consider. This is where legal counsel comes into play. We focus on three principal considerations.
The first consideration is taxes. Mergers and acquisitions involve the transfer (through sales, contributions or exchanges) of company assets or company stock (or interests). We will walk you through the different options and discuss with you the tax consequences of each option so that the transaction can be structured in the most tax advantageous manner possible.
The second consideration is liability. During the course of your own investigation you have no doubt looked at the assets of the company you are acquiring or merging with. But have you considered the stated (and unstated) liabilities of the company? After all, the goal is to acquire a new company, not a new lawsuit! We will help you structure the transaction in a manner that either avoids the assumption of such stated and unstated liabilities, or, at the very least, protects you against these liabilities.
After developing strategies to avoid or mitigate taxes and liabilities, the third and final consideration is negotiating and drafting the merger or acquisition documentation. In many respects, this final step is not significantly different than negotiating or drafting a purchase and sale agreement.