Mergers, Acquisitions, and Buy-Sell Agreements

We provide our clients with complete range of legal services relating to acquisitions, as well as mergers and strategic alliances. With regard to acquisitions, we generally commence the process with pre-acquisition planning. This process includes determining objectives and priorities. If needed, we assist our clients with building a team of advisors which might include experienced accountants and investment bankers.

Once an acquisition candidate is identified, we review the legal steps which can be taken to achieve objectives and priorities that have already been established. For example, identifying measures to maintain certain customer relationships and retain base and retain key personnel who maintain and enhance those relationships. In addition, we can assist with the following:

Initial contact and preliminary negotiations Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, forward mergers, reverse triangular mergers, debt financing, and installment sales Advice as to federal and state securities issues including whether or not exemptions from the registration requirements of applicable Federal and State securities laws are available, Rule 144, Rule 145, the short swing profits rules, and the prohibition on insider trading Determining acquisition timetables Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, "no-shop" or "lockup" clauses Assistance in determining the timing and content of public announcements regarding the transaction Review of the target’s corporate documentation including charter documents, state qualifications, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters Review of the target’s compliance with applicable regulatory requirements Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and nonsolicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements Other due diligence items such as assessment of existing employee benefit plans, litigation, title to certain assets, business licenses, environmental compliance, and related party transactions Analysis of possible shareholder appraisal rights, and possible successor product line liability, as well as other potential liabilities imposed by law such as bulk sales laws Assistance with required governmental filings Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, "earn-out" arrangements, demand or piggyback securities registration rights, conditions relating to needed financing, and other closing conditions Documenting related corporate matters, such as approvals by the board of directors and shareholders, and advice as to any required fairness opinions and Securities and Exchange Commission ("SEC") filings Preparing for and conducting the closing of the transaction Follow up with regard to "post-closing" matters, such as filing appropriate forms with the SEC, employee termination's, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets Handling post-closing disputes