Mergers and acquisitions mean one thing in the business world; change. The mere mention of that word causes anxiety in all employees, including those in the highest leadership levels.
Besides anxiety, there is another truth; mergers and acquisitions are complex, and you need to manage them correctly. When anticipating this step, your first priority should be finding an experienced merger and acquisition attorney to help you.
At Underwood Perkins, we offer legal guidance through every step of the merger or acquisition process. Our multi-disciplinary approach includes identifying potential buyers, tax planning, intellectual property, real estate, and employee benefits. We work to ensure that each important element receives full consideration as we finalize merger and acquisition details.
Our expertise extends into the disposition of assets, recapitalization, spin-offs, and roll-ups. If you pursue a reorganization or acquisition, we know that you may be concerned about your rights as an acquired company. We know that thorough due diligence and document review are the best ways to ensure you do not receive or accept a low-ball offer.
Our attorneys offer expertise in the specific challenges of mergers and acquisitions, including:
While the two are often mentioned together, there are differences between them. A merger combines two organizations into a new entity. An acquisition occurs when one organization absorbs another one. It does not create a new entity but expands the absorbing one.
Mergers are typically the friendlier outcome. Parties agree they are better off combining and wish to negotiate the best approach. Acquisitions involve power imbalances. Companies may seek another company to acquire it because of insolvency or inability to enter a preferred market effectively in any other manner. The acquisition usually consists of a purchase price and dissolution of the acquired entity.
First, have your business evaluated. Unless you are truly desperate and insolvent, you do not want to take a low-ball offer. Second, gather financial and legal information regarding your business. You will need to provide it during the due diligence phase.
You may want separate valuations if you have high-value assets, including patents and other intellectual property. The rights to those items are worth more and may demand a higher payment.
Merger negotiations focus on the share each entity has in the new organization. Start by remembering that the merger is for the mutual benefit of each entity. It should not be an adversarial process but a discussion. If the discussion turns negative, you may not be suitable for each other.
Start and maintain a positive outlook. Do not get stuck on minor issues, and look for the commonality in opposing positions. Also, never forget to take care of employees. You need them to be supportive and productive for the merger to succeed.
Finally, hire an attorney experienced with mergers and acquisitions. Besides keeping your process legally compliant, we can let you know if your expectations are realistic and help you make informed decisions along the way.