At FGKS Law, we provide comprehensive counsel and representation in all phases of business acquisitions, divestitures, and mergers. Our expertise spans from pre-transaction planning to post-closing matters, ensuring a seamless and strategic approach to each transaction. Whether handling nine-figure ($100,000,000+) transactions for large corporations or assisting small, family-owned businesses with local mergers, our attorneys bring a high level of skill and experience to every deal.
Types of Mergers
Our firm has extensive experience with all types of mergers, including:
- General mergers
- Triangular mergers (forward, reverse, and cash mergers)
- Parent-subsidiary mergers
- Multi-entity mergers
We navigate the complexities of each type to optimize outcomes and mitigate risks for our clients.
AREAS OF EXPERTISE
- Pre-transaction Planning: We assist clients in developing strategic objectives, evaluating potential targets or buyers, and structuring transactions to maximize benefits and minimize risks. Our planning services ensure that every aspect of the transaction aligns with your business goals and legal requirements.
- Due Diligence: Our due diligence process involves a thorough examination of financial records, contracts, compliance issues, and potential liabilities. This comprehensive analysis helps identify risks, value the target company accurately, and ensure informed decision-making.
- Merger and Acquisition Agreements: We draft, review, and negotiate merger and acquisition agreements, ensuring they reflect the terms of the deal accurately and protect our clients’ interests. Our approach ensures clarity and minimizes the potential for disputes.
- Financing Documentation: We prepare and review all necessary financing documents, including loan agreements, promissory notes, and security agreements. Our expertise in this area ensures that financing arrangements are structured favorably and comply with all legal requirements.
- Stock and Asset Purchase Agreements: Our attorneys draft and negotiate stock and asset purchase agreements, detailing the terms of the purchase and ensuring that all assets or shares are transferred appropriately. We tailor these agreements to address the specific needs and concerns of our clients.
- Post-closing Matters: Post-closing, we assist with the integration of acquired businesses, addressing any remaining legal issues, and ensuring all contractual obligations are fulfilled. Our support during this phase helps ensure a smooth transition and continued operational success.
OUR PHILOSOPHY
Our philosophy is rooted in delivering exceptional legal counsel with a personalized touch. At FGKS Law, we handle complex, multi-million dollar transactions with the same dedication and precision as local, family-owned business deals. Our client-centric focus ensures that we are not just your lawyers but your strategic partners in every transaction.
Contact an attorney to learn more about our practice areas.
Frequently Asked Questions on Mergers & Acquisitions
WHAT IS THE DIFFERENCE BETWEEN A MERGER AND AN ACQUISITION?
A merger involves the combination of two companies to form a new entity, while an acquisition involves one company purchasing and absorbing another. In a merger, both companies typically cease to exist independently, whereas in an acquisition, the acquired company may continue to operate under the acquiring company’s control.
WHAT ARE THE TYPES OF MERGERS, AND HOW DO THEY DIFFER?
Types of mergers include general mergers, triangular mergers (forward, reverse, and cash mergers), parent-subsidiary mergers, and multi-entity mergers. General mergers combine two companies into one new entity. Triangular mergers involve a parent company using its subsidiary to merge with the target company. Parent-subsidiary mergers involve the parent company absorbing the subsidiary. Multi-entity mergers involve the combination of multiple companies into one.
WHAT IS DUE DILIGENCE, AND WHY IS IT IMPORTANT IN M&A TRANSACTIONS?
Due diligence is the comprehensive investigation and analysis of a target company’s financials, operations, legal matters, and other critical areas. It is crucial in M&A transactions to identify potential risks, liabilities, and opportunities, ensuring that the buyer makes an informed decision and that the terms of the deal are fair.
HOW DO STOCK PURCHASES DIFFER FROM ASSET PURCHASES IN M&A TRANSACTIONS?
In a stock purchase, the buyer acquires the target company’s shares, gaining control of the entire company and its liabilities. In an asset purchase, the buyer selects specific assets and liabilities to acquire, leaving behind unwanted liabilities. Asset purchases offer more control over what is acquired, while stock purchases can be simpler and preserve the target company’s existing contracts.
WHAT ARE COMMON FINANCING METHODS FOR M&A TRANSACTIONS?
Common financing methods include cash payments, stock swaps, debt financing, and seller financing. Each method has its advantages and implications, such as impacting the balance sheet, diluting ownership, or creating future payment obligations. The choice of financing depends on the financial strategies and resources of the buyer and seller.
WHAT IS A FORWARD TRIANGULAR MERGER, AND HOW DOES IT WORK?
In a forward triangular merger, the acquiring company creates a subsidiary, and this subsidiary merges with the target company. The target company ceases to exist, and its assets and liabilities become part of the subsidiary. This structure can provide tax benefits and limit the parent company’s exposure to the target’s liabilities.
WHAT IS A REVERSE TRIANGULAR MERGER?
In a reverse triangular merger, the acquiring company’s subsidiary merges into the target company, with the target company surviving. The target company becomes a subsidiary of the acquiring company. This structure is often used to preserve the target company’s contracts, licenses, and other legal arrangements.
WHAT ARE THE KEY ELEMENTS OF A MERGER OR ACQUISITION AGREEMENT?
Key elements include the purchase price, representations and warranties, covenants, conditions precedent, indemnification provisions, and closing conditions. These elements outline the terms of the deal, the obligations of each party, and the mechanisms for addressing potential issues that may arise post-closing.
WHAT ARE POST-CLOSING MATTERS IN AN M&A TRANSACTION?
Post-closing matters include integrating the acquired business, addressing any remaining legal or financial obligations, ensuring compliance with the terms of the agreement, and handling any disputes that may arise. Effective post-closing management is essential to realize the anticipated benefits of the transaction and ensure a smooth transition.
HOW CAN A BUSINESS PREPARE FOR A POTENTIAL SALE OR ACQUISITION?
Preparation involves organizing financial records, identifying and addressing legal and operational issues, enhancing business value through strategic improvements, and engaging experienced legal and financial advisors. Proper preparation can streamline the transaction process, attract potential buyers, and maximize the value received.
OUR MERGER & ACQUISITIONS ATTORNEYS
