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Mergers & Acquisitions

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mergers_acquisitionsMergers and Acquisitions Attorneys represent purchasers and sellers in negotiated and contested acquisitions for publicly and privately held companies. Transactions include the purchase, sale and tax-free exchange of office buildings, shopping centers, retail properties (including multi-store and chain locations), residential apartment complexes, hotels and resorts, and industrial and warehouse properties.

Mergers and Acquisitions is a process where an independent third party facilitates the merger of two entities, an acquisition of a company or business unit, a corporate divestiture, or the complete sale of a business. Companies seeking to improve their competitive position through expansion, acquisition, or sale of a business unit should consider consulting with a Mergers and Acquisitions Attorney.

Mergers and Acquisitions deal with fundamental changes in business ownership. They often involve debt or equity financing and structural changes to an existing business entity or the formation of a new entity. Completion of these transactions frequently requires regulatory filings, such as filings with state agencies or the Securities and Exchange Commission, or rulings from the Internal Revenue Service.

Lawyers in the Mergers and Acquisitions practice have extensive experience representing companies in negotiated transactions of all kinds, including:

Purchases and Sales of Businesses Including:

  • Represent both sellers and purchasers of businesses in taxable and nontaxable transactions.
  • Advise regarding transaction structure and legal terms.
  • Assist in the negotiation of the transaction.
  • Prepare documents necessary to effect the transaction and handle closings Provide necessary advice on issues involving tax, antitrust, securities, employment, real estate and other laws relevant to a specific transaction.

Buy-Outs, Reorganizations and Restructuring Including:

  • Advise clients regarding buy-outs, reorganizations and restructuring of businesses to achieve various objectives
  • Management and owner succession plans, liquidity, estate planning and resolution of conflicts among owner groups.
  • Management buy-outs, leveraged buy-outs, and other specialized acquisition transactions.
  • Prepare the documents and take other legal steps necessary to implement these
  • transactions.

Organization of Business Entities Including:

  • Formation of a new business entity.
  • Advise clients regarding all aspects of organizing a new company.
  • Including alternative business structures, issuance of stock or other equity to founders, buy-sell, voting or other agreements among owners and employment agreements and employee incentive arrangements.
  • Organize large and small private and publicly held corporations and partnerships, Subchapter S corporations, limited liability companies, real estate investment trusts, professional corporations, mutual funds and nonprofit organizations.

Assist in Corporate Transactions Including:

  • Tax-free mergers and acquisitions: Structuring transactions as tax-free reorganizations; tax treatment of outstanding options.
  • Spin-offs, liquidations, and restructurings: Avoiding tax to corporation and shareholders; preserving net operating losses.
  • Asset sales: Allocation of purchase price; amortization of intangibles; tax indemnification provisions; installment sales and sales and use tax issues.
  • Joint ventures: Structuring, operating, and terminating partnerships, limited liability companies, and other joint ventures.
  • International expansions: Uses of joint ventures, branches or subsidiaries; foreign tax credit and controlled foreign corporation issues.


Using an intermediary helps the process because it takes the emotion out of the transaction. The process of acquiring or selling a business, whether in the context of a negotiated transaction or a hostile takeover, offers challenges unparalleled in the arena of business law. If you are in need of legal advice or services, or simply wish to speak to an attorney who has successfully handled Mergers and Acquisitions in your state, you may use this Free Online Consultation Form.

There is NO COST or obligation for this service.