Mergers And Acquisitions
Experienced Houston Mergers and Acquisitions Lawyer
When it comes to game-changing strategic transactions, businesses consistently turn to Weisblatt Law Firm, PLLC, for expert assistance in structuring, negotiating, and finalizing their deals. Our Houston mergers and acquisitions lawyers collaborate seamlessly across a comprehensive range of practice areas crucial to strategic M&A transactions. Our commitment is to realize our clients’ objectives by offering innovative solutions.
Our mergers and acquisitions team serves a diverse clientele, including buyers, sellers, public and private operating companies, private equity firms, financial sponsors, boards of directors, special committees, and management buyout groups. From strategic assessment and thorough due diligence to the final stages of closing and integration, our M&A attorneys provide comprehensive solutions throughout the entire transaction process.
Contact us for a free phone consultation at (713) 666-1981.
The Difference Between Mergers and Acquisitions
Mergers and acquisitions (M&A) include consolidating assets or companies through various financial transactions like acquisitions, management acquisitions, consolidations, tender offers, mergers, or asset purchases. The term M&A also extends to the specialized desks within financial institutions that handle these activities.
An acquisition occurs when one company takes over another entity and becomes the new owner. This has a direct impact on the stocks of the involved companies, as the acquired company essentially ceases to exist, and its stocks are no longer tradable. Meanwhile, the acquiring company assimilates the operations, and its stocks continue to be traded.
A merger, on the other hand, involves two entities of similar size combining forces to create a new, unified entity, often referred to as a “merger of equals.” In the stock market, the stocks of both merging companies cease to exist, and the newly formed company issues its own stock in their place.
The success of mergers and acquisitions can be uncertain, as they can either greatly benefit the newly formed companies or potentially harm their reputations. Our team is equipped to guide you through the decision-making process of merging or acquiring a new company and provide you with comprehensive legal advice for each option.
Why Choose Us?
Mergers and acquisitions (M&A) transactions are complex legal processes that require the guidance and expertise of experienced attorneys to ensure a smooth and successful outcome. Weisblatt Law Firm, PLLC, is a prominent law firm in Houston known for its in-depth knowledge of M&A law. Here are some reasons to choose us.
Extensive Industry Knowledge
One of our key strengths is our lawyers’ extensive industry knowledge across various sectors. This comprehensive understanding allows the firm to tailor its legal strategies to each client’s unique needs and challenges, ensuring that they receive customized solutions that align with their business objectives.
Comprehensive Due Diligence
M&A transactions require thorough due diligence to identify potential risks and liabilities. Weisblatt Law Firm, PLLC excels in conducting comprehensive due diligence to protect their clients’ interests. This meticulous attention to detail helps mitigate potential pitfalls and ensures a smoother transition during the merger or acquisition.
Negotiation and Documentation
Successful mergers and acquisitions hinge on the ability to negotiate favorable terms and meticulously draft the required legal documents. The attorneys at Weisblatt Law Firm, PLLC, have a proven track record in effective negotiation and drafting, ensuring that your interests are safeguarded throughout the transaction.
Contact our Houston business lawyers at Weisblatt Law Firm, PLLC, for experienced insight related to your merger or acquisition.
Mergers and Acquisitions Documents You Will Need
Before meeting with our attorneys to discuss the merger or business sale, it is important to have the following category of documents and information ready:
- Financials of the Target Company: The target company could be your own business or the other party’s. Relevant financials include balance sheets, detailed profit and loss statements, and a 24-month register. Additionally, at least tax returns and profit distribution for the past 24 months should be provided.
- Customer List: In the case of a full acquisition of the business, a customer list with historical revenues from each customer is crucial. Any customer concerns or complaints with the target business should also be disclosed, whether you are the buyer or the seller.
- Employee List: If the company being acquired has a roster of employees, it is vital to identify key personnel who have contributed to the growth and development of the business. Determining whether these employees will remain with the company after the acquisition or sale is important. Discussions should be held with the control person at the target entity regarding their willingness to assist the purchaser during the transition phase.
- Assets: In the case of an acquisition involving specific identifiable assets of the business, the acquirer must obtain a list of these assets, along with their estimated fair market value, current condition, and operational status. Additionally, information about the duty cycle of each asset should be provided.
What Are the Tax and Non-Tax Considerations on Business Acquisition?
In addition to the obvious aspects like the amount and terms of the purchase price, there are several non-tax considerations that are typically discussed and agreed upon by both the buyer and seller when negotiating the acquisition or sale of a company. These include:
- Whether the buyer will need to provide personal guarantees if the seller is financing part or all of the purchase price
- Whether the seller will use any assets from the acquired company or other assets of the buyer as security in the case of seller financing
- The specifics of warranties and representations and the consequences of any breach, including whether a right of offset will be granted
- Provisions for maintaining confidentiality
- Deciding whether to include a charge for breaking the deal or excluding it
- Determining whether legal advice will be required
- Establishing delayed payment conditions for the seller, including the terms of any “earn-out” clause
- Certain restrictions on the seller until the sale is finalized
- The duration for which a warranty or representation remains valid
- The specific terms of any employment or consultancy arrangement for the seller’s continued involvement after closing the deal
- Examples of restrictive covenants include clauses for restricting competition and non-solicitation clauses
- Determining the “basket” and “ceiling” amounts for indemnification if the seller’s promises and representations fail.
A skilled mergers and acquisitions lawyer from Weisblatt Law Firm, PLLC, can help clients secure more favorable terms and conditions related to the various business aspects and concerns arising in any significant business sale or purchase.
It’s essential to thoroughly examine the tax implications of the proposed business purchase. Sellers incorporated as C corporations often require specific structuring of the selling transaction to avoid double taxation. In certain situations, allocating a portion of the purchase price to the seller’s owners’ goodwill may resolve or mitigate the double taxation issue.
To learn more about the firm’s approach to your business goals, contact Weisblatt Law Firm, PLLC, at (713) 666-1981 to arrange a consultation with a knowledgeable Houston mergers and acquisitions lawyer.
How Our Houston Mergers and Acquisitions Lawyers Can Help
Mergers and acquisitions (M&A) are complex and multifaceted transactions that can be exciting and challenging for businesses. Here are some invaluable ways in which Weisblatt Law Firm, PLLC mergers and acquisitions lawyers can be instrumental in guiding businesses through the intricate process of M&A.
Regulatory Compliance
Navigating the intricate web of regulatory requirements is crucial to any M&A transaction. We understand the legal framework governing mergers and acquisitions, ensuring clients comply with all applicable laws and regulations. This proactive approach minimizes the potential for legal disputes and regulatory challenges.
Negotiation and Documentation
The negotiation and documentation phases of an M&A transaction demand precise legal drafting and effective negotiation skills. We excel in drafting agreements, contracts, and other legal documents that protect the interests of our clients. Our adept negotiation techniques ensure that clients achieve the best possible terms for their transactions.
Letter of Intent
Before proceeding with the purchase or sale of a business, it is essential to establish a formal Letter of Intent (LOI) between the buyer and seller. One of the initial considerations in the LOI is whether the transaction will involve the sale of the entire business entity or its assets.
Tax Implications
Each approach carries its own set of tax implications. Compiling essential company information for thorough due diligence, including records such as payroll documentation and financial statements, is essential. This meticulous preparation instills confidence and streamlines the process, ultimately reducing costs and saving time for all parties involved.
Our mergers and acquisitions attorney will recommend a comprehensive due diligence process if our client is the buyer, and we anticipate active participation from our client throughout this phase. Simultaneously, we will negotiate for a stock purchase agreement, asset acquisition agreement, or merger agreement.
Dispute Resolution
In the event of disputes or disagreements arising from the M&A transaction, our litigation team is well-equipped to handle the legal challenges. Our seasoned litigators are experienced in M&A-related disputes, including breach of contract, non-compete violations, and intellectual property issues.
Structuring the Transaction
The structure of an M&A deal can have significant financial and legal implications. Our mergers and acquisitions lawyers are adept at designing creative and tax-efficient transaction structures that optimize value for our clients. We help negotiate the terms of the deal, including purchase price, financing, earn-outs, and other critical elements, all while minimizing potential legal hurdles.
Post-Merger Integration
The success of an M&A transaction extends beyond the deal’s closure. Our M&A lawyers offer guidance on post-merger integration, assisting clients in harmonizing operations, cultures, and systems to maximize the synergies between the merging entities.
Mergers and Acquisitions FAQs
How long does an M&A transaction typically take?
The timeline for an M&A transaction in Houston can vary widely depending on factors like the complexity of the deal, regulatory approvals, due diligence, and negotiations. It can take several months to complete.
What regulatory bodies oversee M&A transactions?
Regulatory bodies overseeing M&A transactions in Houston may include the U.S. Department of Justice (DOJ), the Federal Trade Commission (FTC), the Securities and Exchange Commission (SEC), and industry-specific agencies.
How can I protect sensitive information during the M&A process?
Non-disclosure agreements (NDAs) and confidentiality provisions are typically used to protect sensitive information during M&A negotiations. Legal counsel can help draft and enforce these agreements.
Contact Our Houston Mergers and Acquisitions Lawyer Today
Navigating transactions involves addressing a range of legal and regulatory considerations and ensuring clear delineation of roles and responsibilities. With a commitment to excellence, strategic thinking, and a deep understanding of M&A, we are well-equipped to guide businesses through the complexities of mergers and acquisitions.
Contact our Houston mergers and acquisitions lawyers at (713) 666-1981 for a free phone consultation.
Attorney Andrew Weisblatt
Mr. Weisblatt has practiced continuously since becoming licensed in 1992 and has represented businesses ranging in size from one person start-up ventures to multi-national corporations employing hundreds of people in multiple countries. From 2005 through 2009 Mr. Weisblatt was in-house counsel and chief operating officer of a multi-national corporation in the steel products industry. That in-house position provided valuable insight into how businesses work and what they actually need from their lawyers – both in-house and outside counsel. Attorney Bio