Merger and Acquisition (M&A) is a broad term used to describe the consolidation, amalgamation, and purchasing of one company by another. This can happen through many different mechanisms, such as mergers, acquisitions, consolidations, tender offers, purchase of assets, and management acquisitions.
At Greystone Solicitors we ensure that your merger or acquisition complies with relevant state and federal laws that govern your business transactions. We help decide on the right structure of the deal, draft and negotiate the terms of the transaction, obtain any third-party consents, close the transaction, and perform various post-closing tasks. Our lawyers advise on guidance on how to comply with company law procedures, the raising of funds and compliance with foreign laws in the cases of foreign transactions. We assure the legality of the transaction done by such corporations, advise the corporations on legal rights and duties, also the responsibilities of such corporations. We draft legal letters of intent and acquisition agreement, and even employment agreements to keep key employees at the company. We assist with due diligence and negotiations
Our lawyers possess, intense knowledge of contract law, tax law, intellectual property rights, banking laws and securities laws
Greystone Solicitors from the very beginning of the process working in an advisory role. We dive into research of both of the interested parties–the acquirer and the target company–and determine what all of the financials look like for both companies, identifying assets and liabilities. In this situation, we are looking from a very high-level view, looking for glaring problems, red flags, and obvious problems that will put a hold on the M&A in the very early stages.
Our role as mediator is to make sure that all of the interested stakeholders and executives are communicating effectively and getting the jobs done in an efficient manner. Accountants, bankers, real estate brokers, and many other people are going to be doing a deep dive into the data to make sure that this merger or acquisition is the right step for all
We hammer out details such as terms, timelines, goals, and more. Most negotiation takes place early in the process, but negotiators are brought in throughout to smooth things out and come to a resolution that all sides can be comfortable with.
Completing a merger or acquiring another business is a major event for any company. Such transactions often have dramatic implications for all stakeholders -- owners, management, employees, and even customers. Even the early stages of exploring a potential merger or acquisition require serious legal preparation.
Legal considerations include Due Diligence on all the company’s corporate governance documentation, financial liabilities, capitalization schedules, tax information, operating information, customers and vendors, personnel and labor relations, payroll and benefits, real property, intellectual property, research and development, contractual rights and obligations, and any other special industry considerations.
Greystone Solicitors will ensure timely disclosure of incorporating documents, bylaws, minutes from board meetings, shareholder materials, locations where it does business, any previous deals, changes in control and corporate reorganization, stock transfer ledger, organizational charts, policy manuals and corporate codes of conduct, press releases, and bank accounts.
Also significant tax implications for all entities involved. Accordingly our tax lawyers structure the merger or acquisition transaction so the entities can take advantage of tax-preferred structures and avoid unnecessarily expensive tax loads.