We represent many clients throughout the state of Texas who are buying or selling a business. A change of control might relate to a desire of current owners to cash out, the need to diversify or raise equity capital, retirement or estate planning, or an opportunity to merge the prospects of a business with another. Combining operations might also improve channels of delivery for the businesses involved, helping them compete more effectively, or a company might excel further by teaming with another company’s management.
How Will The Deal and the Ongoing Business Be Structured?
Often the fastest and best way to grow a business is to buy an existing operation, rather than building up a sector from scratch. At a granular level the structure of an acquisition can be very complex for tax, operational or business law reasons. The granular details in the deal terms and structure can make a world of difference to the parties involve. Among many other things, these impact the form and liabilities of the ongoing business, the benefits and protections available to the former and new owners, and the taxation of each entity and its owners.
While every year a number of public company transactions make the news, the vast majority of mergers and acquisitions involve privately held entities. At Stephenson Fournier, we regularly handle middle market mergers and acquisitions where the businesses being bought and sold range in value from tens of millions to several hundred million dollars. Whatever the size and structure of your business, we have the expertise and resources to develop a custom strategy for optimizing the transaction and to get deals to the finish line.
In deciding whether or not to proceed with a merger or acquisition, business owners should keep in mind that a business combination could be structured in a number of functionally identical ways, and that different structures can generate different sets of legal protections for owners and creditors.
There are also state and federal regulations that affect business transactions. Among other things, these laws address antitrust, licensing and permitting, securities and tax issues. Depending on the form the transaction takes, different aspects of these laws can be triggered.
Texas Attorneys Handling Complex Business Transactions
The attorneys of Stephenson Fournier are prepared to handle every aspect of a business acquisition or merger. Our legal representation extends from initial due diligence through determination of purchase price and payment terms; structuring and negotiating the merger or purchase agreement and all the ancillary documents including business terms, representations, warranties and indemnification terms; and optimizing the structure based on tax considerations.
If you are contemplating a merger or acquisition, corporate divestiture, or business purchase or sale, we encourage you to call Stephenson Fournier at 713-629-9494, or contact us by email.