Mergers & Acquisitions Attorney

Mergers and acquisitions (M&A) transactions are those used to consolidate companies or other assets through a variety of differing financial transactions. While most notable M&A transactions involve publicly traded corporations, they more often involve privately held businesses. A successful M&A transaction will utilize a deal structure that benefits both of the organizations involved.  Thomas H. Curran Associates’s corporate M&A lawyers are experienced in all types of private and public transactions.

While the term “M&A transaction” includes a broad array of transactions, it usually refers to one of the following:

• Mergers: The two companies combine their operations. In some mergers, one of the companies will cease to exist, while in others both brands will survive, but their business operations will be often be combined.
• Acquisitions: The acquiring company obtains a majority stake in the other business but does not change the name or structure of the acquired business.
• Consolidations: Two businesses combine to create a new company.
• Stock purchases: The acquiring company purchases the stock of the target company.
• Asset purchases: The acquiring company only purchases the specified assets of the target company, sometimes taking on liabilities outlined in the purchase agreement.

Each transaction structure has advantages and disadvantages for both companies. Before deciding how the transaction should be structured, the parties should consider such issues  as  tax implications of the deal, current and potential liabilities, and how easy it will be to complete the transaction. Usually, the parties will decide on a final deal structure after consulting with lawyers, tax accountants, and investment bankers.  The final structure also may change upon the completion of transactional due diligence.

The first step in negotiating most M&A transactions is the execution of a confidentiality agreement, followed by a letter of intent (LOI) and the purchase agreement. The confidentiality agreement sets forth how parties may use information related to the transaction and permissible disclosures both internally and to third parties during initial discussions and due diligence. The LOI is usually a non-binding document that lays out a broad outline of the proposed transaction and helps identify key issues in the negotiating process subject to further due comprehensive diligence to be conducted by the acquirer’s financial and legal advisors. Finally, the purchase agreement sets out the transaction’s financial terms along with the rights and obligations of the parties.

One of the essential steps in the M&A transaction is putting a value on the targeted company. This valuation will help ensure that the buyer is not paying too much and that the target company is not being shortchanged. The targeted company or assets are usually valued based on their standalone value and the value of any potential synergies that would result from the deal.  Thomas H. Curran Associates’s lawyers have worked extensively with clients’ internal and external financial advisors during the due diligence and negotiation process.

The experienced business attorneys at the Thomas H. Curran Associates law firm assist clients with all phases of M&A transactions. Our attorneys’ pragmatic approach allows clients to add value to their business while providing them with workable solutions that benefit all parties. Our lawyers represent acquiring companies, target companies, lenders, and investors in M&A transactions. The attorneys at Thomas H. Curran Associates represent small, medium, and large companies and provide clients with the legal and practical advice necessary to keep an M&A transaction moving forward while protecting the interests of our clients.