“... In a game there are winners and losers. But a business deal is always advantageous for both parties. If both the buyer and the seller were not to consider the transaction as the most advantageous action they could choose under the prevailing conditions, they would not enter into the deal.”
~Ludwig von Mises
Whether small and local, or large and international, buying or selling a business or merging or consolidating two or more companies is exciting. Legal and structural complexities are multi-disciplinary and significant. The risks are great of not spotting critical legal, tax, accounting and finance, and other issues. But, the results are often extremely rewarding. For over 20 years, I have represented constituent entities in mergers, consolidations, joint ventures, and other business combinations, and buyers and sellers in asset and stock purchase transactions. Retaining an experienced M&A lawyer for your transaction is an investment promising an invaluable return.
As deal counsel, I will represent you in the negotiation and effectuation of your transaction from term sheet to closing. And, if applicable, in any post-closing undertakings of either side.
- Advising clients how to most advantageously structuring their M&A deals
- Cooperating with clients' accountants and finance team in structuring discussions
- Negotiating and preparing term sheets / letters of intent
- Preparing and responding to due diligence request lists
- Tax, lien, and litigation searches
- Negotiating and preparing the purchase agreement, merger agreement, joint venture agreement, or other relevant principal deal document
- Disclosure schedules
- Negotiating and preparing financing documents (E.g., loan agreements, promissory notes, security agreements, guaranty agreements, consent agreements, intercreditor agreements, subordination agreements, flow-of-funds statements)
- Negotiating and preparing ancillary agreements (E.g., bills of sale, assignment and assumption agreements, executive employment agreements, consulting agreements, non-compete agreements, escrow instructions)
- Preparing internal governance documents (E.g., board resolutions, stockholder resolutions, officers' certificates, legal opinions)
- Advising and assisting with state and federal regulatory compliance
- Upon closing, preparing and filing any necessary UCC filings to perfect any security interests, or any necessary informational filings
- Post-closing matters (E.g., earn-outs, purchase price adjustments, offsets, indemnification & escrow holdbacks, compliance with post-closing covenants)
For business owners, sole proprietors, and budding entrepreneurs not quite ready to formally retain a business attorney, I am working on an online document e-Store. It will include a library of simple, common business documents. Some will be downloadable for free, and others available for purchase. They will be fillable contract templates. Click here to visit the future home of the WLF Document e-Store for more details.
I would love the chance to get to know you and your business, for you to consider me a professional resource to help you negotiate and structure the sale, acquisition, or merger of business interests. Make an appointment now for a free consultation.