When Westborough businesses seek to combine their respective strengths to form a new company, they often do so by way of a merger or acquisition. These complicated business arrangements offer a number of potential benefits, such as higher profits, lower expenses, and the ability to reach new markets. But mergers and acquisitions (M&As) are complicated and carry several possible risks. If one of these transactions is on your radar, you will need experienced legal counsel that is focused on helping you get the most out of the deal. SederLaw is ready to serve your organization today.
Westborough Businesses We Represent For Merger & Acquisition
Whether your company is the buyer or seller in a potential merger and acquisition agreement, SederLaw is prepared to develop and execute a carefully planned deal that takes into account your objectives as well as potential risks. Our clients have included private equity firms, investors, brokers, and others. We represent manufacturers, retailers, distributors, developers, publicly-traded companies, and private companies. Because of our firm’s diverse experience in business law, we’ve served a broad array of companies in such varied industries as finance, technology, software, biotechnology, life science, and healthcare.
Structuring a merger or acquisition is no small task. Attorneys often require input from disciplines that are related to Business & Corporate Law. We therefore regularly consult other in-house lawyers to discuss tax, banking, employment, intellectual property, and other areas of law. Our goal is to address all legal angles so you can proceed with your transaction in confidence.
Regardless of the size or scope of your merger and acquisition, SederLaw has Westborough covered. We are well-versed in the myriad laws that affect these transactions and we employ our extensive backgrounds in the business world to close the deal while protecting your best interests.
How We Complete Mergers
Mergers happen when two businesses join as one. The separate ownership and operation of the two businesses will cease to exist as a new entity arises in their place. After the corporate stock of the two companies is surrendered, the newly formed company will start to issue its own stock.
Most mergers occur after the boards and management of the two companies negotiate and agree to the deal. During the initial phase of a merger, the companies will discuss possible terms. Shareholders must approve the final agreement, but the boards and management of the companies will usually endorse it.
Another option is the tender offer. This happens when one company that wants to acquire another bypasses the board of directors and management by making an offer directly to shareholders. The hostile takeover is one variant of the tender offer.
The deal itself may be structured in one of several ways:
- Horizontal: A merger between two companies competing in the same market with similar products or services
- Vertical: A merger between two companies that are in the same industry but provide goods or services at different production stages
- Congeneric: A merger of two companies in the same industry that produce different products
- Conglomeration: A merger of two different and often unrelated businesses
Our Approach To Acquisitions
An acquisition takes place when one company buys another one. Common transactions in business, these deals usually take place by way of:
- Asset purchase: The purchasing company buys the other company’s assets (e.g. intellectual property, land, inventory, and/or machinery)
- Stock purchase: The purchasing company buys the other company’s stocks
The objective of an acquisition is similar to that of a merger. One specific purpose of an acquisition is to buy another company’s technology, research, or intellectual property. Doing so saves the purchasing company significant amounts of time and money that would otherwise need to be used to develop these and other assets.
The Basic Life Cycle Of a Merger And Acquisition in Westborough
Merger and acquisition deals begin when one company reaches out to another to determine its level of interest in a possible agreement. If these initial informal discussions go well, the buying company will ask for financial details from the target company to ascertain its value.
Negotiations will enter a more formal period as additional information is exchanged between the companies. Eventually, the purchaser makes an offer to the target.
Due diligence will have to be conducted, a process by which the acquiring business looks closely at the target business’s finances in light of the initial valuation. During this stage, the purchasing company will scrutinize the target company’s financial reports, assets, liabilities, and other information.
Due diligence may confirm or modify the original valuation. After it is completed, the companies agree to a method of purchase and draw up a contract. The details of the purchase and sale are finalized and the deal closes. Additional steps (e.g. changing the signage at the old company’s physical locations) are taken to complete the merger and acquisition.
How We Can Facilitate Your Merger And Acquisition
Mergers and acquisitions have plenty of moving parts, meaning there are numerous chances for errors to occur. Our knowledgeable mergers and acquisitions team will handle the legal requirements and regulatory compliance while safeguarding your bottom line. We help with the following:
- Due diligence: We will guide this critical stage of the merger and acquisition so you understand the value of the agreement.
- Legal documents: We negotiate, draft, and execute letters of intent, confidentiality agreements, intellectual property transfers, purchase and sale contracts, and other paperwork.
- Title transfers: This includes transferring title to equipment, real estate, and other assets to the new or acquiring business along with a comprehensive title search and review.
- Contractual matters: Where necessary, we obtain the approval of contractual partners, including releases from contractual duties, to consummate the deal.
- Negotiations: We handle all negotiations with an eye toward achieving the best possible deal, regardless of whether you are the purchasing or the target company.
- Compliance: Various state and federal laws may impact the merger and acquisition process, so we take care of these legal hurdles.
Contact Our Westborough Merger And Acquisition Attorney
At SederLaw, we treat every client with the seriousness and dedication they deserve. To get started on your merger and acquisition transaction, or to discuss any questions or concerns you may have about your deal, connect with our Business & Corporate Law team today.