By: Doug McCullough
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Mergers & Acquisitions
MERGERS AND ACQUISITIONS
McCullough Sudan counsels and assists businesses in a wide range of negotiated transactions including mergers, divestitures, stock purchases, asset purchases, recapitalizations, as well as joint ventures and other strategic alliances. Our M&A attorneys work closely with our clients to prepare and negotiate a letter of intent, conduct due diligence, formulate the transaction strategy, structure, and negotiating positions necessary to consummate the deal, draft and negotiate the terms of the sale agreements, and plan to minimize the tax impact on our client.
About half of our deal experience is representing sellers in the sale of their business. Our attorneys understand that the sale of a company by a founder is an emotional roller coaster, in addition to being one of the biggest financial transactions of the founder’s life. As experienced deal counsel, we are a steady hand throughout the difficult, but exciting process. We assist sellers and their families by:
- Preparing a business for sale by ensuring the legal and financial documents and practices are in order
- Conducting due diligence on any prospective purchasers to evaluate their commitment to close the deal and to ensure that they have the financial wherewithal to acquire the business
- Negotiating and documenting the terms of a proposed deal in a term sheet or letter of intent
- Negotiating and drafting definitive legal agreements, such as a stock sale and purchase agreement or asset purchase agreement
- Planning and structuring the transaction to minimize the tax consequences to the sellers
Handling the purchase or sale of a company requires a combination of skills, experience, and the right approach. As experienced deal lawyers, we do more than “paper deals”. We have the right mental make-up and approach to negotiate deals in good-faith, to creatively and patiently work through apparent impasses in negotiations, yet remain vigilant about mitigating our client’s risks and potential liabilities inherent in a deal. Our corporate attorneys help you put together the terms and structure of a deal, then execute it. By understanding your business and objectives, we help you formulate your ideas about the deal and then communicate those ideas throughout the negotiations. As problem solvers, we creatively and patiently work through apparent impasses in negotiations.
Through the due diligence process, we identify risks and opportunities and fine tune the proposed terms of the deal. We remain vigilant about mitigating your risks and potential liabilities inherent in the deal. Throughout the process, our goal is to get a good deal done for our client.
AREAS OF FOCUS
- Representing sellers in asset or stock sale of closely-held companies
- Representing strategic buyers in stock or asset acquisitions
- Assisting the corporate development teams of publicly-traded multinationals as deal counsel on select acquisitions and joint ventures
- Management buyouts and recapitalizations
- Legal and business due diligence in mergers and acquisition transactions
- Tax planning for taxable acquisitions and structuring tax-free mergers, spin-offs, split-offs and recapitalizations
- Cross-border mergers, acquisitions, divestitures and joint ventures
- Private equity control investments and venture capital growth capital investments
- Technology transactions