Mergers & Acquisitions
Mergers & Acquisitions; Buy/Sell of Businesses
A merger or acquisition is one of the largest milestones most companies will experience that can hyper-accelerate their growth trajectory. Ensuring your attorney has experience in both the representation of the buy side and sell side of the equation can increase the likelihood of a smooth transaction process.
- Ranging From Under $100,000 To Multi-million Dollar Transactions
- Regardless if you’re buying or selling a business you should connect with an attorney to protect your financial and legal interests.
- During the merger or the acquisition process you will be asked a series of questions that are there to identify potential risks of the transaction
- Normally in the process you will encounter the following paperwork: Terms Sheet or Letter of Intent, Acquisition Mutual Non-Disclosure Agreement (MNDA), Definitive Purchase Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Stock Swap Agreement, Executive Employment Agreement, and Stock Option Agreement
- Asset Acquisition
- Stock Purchase
- Stock Swap
- Hybrid Stock with Cash Acquisition
- Merger
- Forward Merger
- Reverse Merger
- Forward Triangular Acquisition
- Reverse Triangular Acquisition
- Buy/Sell Agreements
- Buying Or Selling Your Company? Typically made with the owners
- A Shareholders Agreement or Owners Agreement, or Buy-Sell Agreement is a document used when a company wishes to make an agreement with the owners of the company on how their interest in the company, called “Ownership Interests / Shares / Stocks,” may be sold or transferred.
- Company Stock Purchase Agreement
- Equity Purchase
- A stock purchase agreement is between a buyer seeking to buy shares of a company for a set price from a seller. The agreement details the number (#) of shares, price ($) per share, and date of the sale.
- Can include a due diligence period
- Identification of class of stock being sold
- LLC Membership Purchase Agreement
- Buy Into an LLC
- Buy/Sell agreement but specifically for LLC’s
- More for an LLC that would like to sell its interests
- Equity Purchase Agreement
- Buy Equity Into A Company
- This is a generally referenced document, which may indicate equity purchase including stock purchase, LLC membership interest purchase, partnership interest purchase, or other type of equity purchase of a legal entity
- Shares Exchange Agreement
- Swapping shares amongst 2 or more companies
- This agreement is used in a merger/acquisition, or a restructuring deal where shares are being swapped or exchanged between related companies
- Merger Agreement
- A merger agreement may involve 2 or more companies
- This agreement is used as a framework agreement between the participating companies in a restructuring or a buy-out situation.
- Tax Free Reorganization Documents
- Tax Opinions On Deal Structures
- Assumption Of Employee Option Pool
- Transfer Of Stock Opinions (Eg. Rule 144, Exemption Categories)
- CMS Reporting
- FINCEN Registration and Reporting
- SEC Notice related Filings (Form D, Form ID)