Mergers and Acquisitions
In structuring mergers and acquisitions exit strategies, we combine legal, business and financial expertise to assist private owners and investors in the acquisition or sale of exchange-traded, private and international companies. We pride ourselves on the ability to close transactions successfully, with cost savings efficiently, and with full consideration of the risks involved.
We serve clients ranging from portfolio companies, private equity firms / companies, family offices, management teams, board of directors, emerging growth companies, and entrepreneurs on complex transactions, including buy-side and sell-side mergers and acquisitions, sales of divisions and subdivisions, control and minority investments, growth equity investments, distressed company transactions, cross-border transactions, and joint ventures.
Our practice frequently covers international mergers and acquisitions where we partner with established companies operating in various countries.
“Selling or buying a business, we help our clients transact on the optimal business and legal terms.”
Most importantly, we advise our clients on drafting, negotiation and issues related to:
- Planning and Conducting Due Diligence
- Stock or Asset Purchase Agreement
- Plan of Merger Agreement
- Divisional or Asset Sales
- Sale or Merger of Subdivisions
- Restructuring and Equity
- Financing
- Regulatory Compliance
- Business Valuation
- Post-Merger or Acquisition Transition
Planning and Conducting Due Diligence
During the due diligence stage of a company merger and acquisition (M&A) transaction, the Buyer company has the opportunity to review and confirm the Seller’s company financial data, legal structure, contracts, customers and all other pertinent information necessary to enter into an M&A deal and close the mergers and acquisitions transaction. We use our skill and expertise and engage financial advisors to plan and conduct both legal and financial M&A due diligence.
Stock or Asset Purchase Agreement
With due diligence completed or ongoing, another stage in a company M&A process of transaction is developing, planning and executing the acquisition strategy or in other words structuring the transaction as an asset or stock sale. Most private mergers and acquisitions transactions are structured as a stock or share acquisition, rather than mergers or asset purchases.
However, depending on the type of acquisition strategy, we advise on the optimal structure for the acquisition and execute the principal agreements governing the sale of shares of a company or assets of a company, the Stock Purchase Agreement or Asset Purchase Agreement, respectively.
Merger Agreement
Mergers offer an opportunity to expand business operations and increase profitability by combining two or more companies into a single entity. Numerous regulations dictate the merger process, and most state laws require that mergers be approved by at least a majority of a company’s shareholders.
Moreover, when a company is involved in a merger is subject to Securities and Exchange Commission (SEC) disclosure rules, shareholders must receive certain information about the merger. We advise and execute merger agreements and supplementary documents, prepare disclosure documents and filings with regulatory entities such as SEC and the Financial Industry Regulatory Authority (FINRA).
Divisional or Asset Sales
An Asset Sale transaction involves the sale of some or substantially all of the assets of a company to a Buyer and is governed by an Asset Purchase Agreement. Oftentimes, the Buyer acquires all or substantially all of the assets of a company, and other times acquires only the assets in a specific division. In connection with the Divisional or Asset Sale of a company, we advise on the optimal selection of assets and liabilities and execute the purchase agreement.
Financing
We assist with choosing the right financing arrangement for merger and acquisition transactions. This involves working with all parties involved to secure shareholders and regulators approval while creating the appropriate corporate structures for a deal to move forward.
Merger and Acquisitions can be financed by debt, new equity investment, or some combination of both. We assist in raising debt capital in the form of bank loans, issuing bonds or direct lending from private debt funds. We also work with our clients on raising equity capital by issuing public stock, securing financing from venture capital funds and/or private investors.
Investment banks and investors will want to make sure they get an attractive return on their investment and may demand certain changes in the new corporate structure, loan collateral and debt covenants.
Business Valuation
Paramount to a company merger and acquisition transaction is understanding what the business is worth. The merger and acquisition process provides one of the most complex and challenging aspects of business valuation, particularly for private companies. In connection with business valuation for mergers and acquisition transactions, we advise and help our clients select financial consultants and business valuation specialists.
Post-Merger or Acquisition Transition
At Malescu Law, along with our corporate law services, we can assist our clients with various post-merger or acquisition activities. These can include, but are not limited to, negotiating contracts to retain key-employees, renewal/changes to contracts with customers and suppliers, winding down corporate entities as part of the integration process and optimizing corporate structures to protect intellectual property.
Contact us or schedule a consultation with our business purchase and merger and acquisition lawyer in Miami, Florida USA to help you with all your mergers and acquisitions activities.
Malescu Law P.A. – Business & Corporate Lawyers
