Structuring A Business Acquisition Or Merger
At Stephenson Fournier, we represent clients with connections to the state of Texas who are buying or selling a U.S. business. We have the resources to develop a custom strategy for optimizing the transaction and getting deals to the finish line.
Our business law attorneys handle M&As for businesses of all sizes and structures. These include middle-market mergers and acquisitions, in which the businesses bought and sold are valued from the low seven figures to hundreds of millions of dollars.
The Most Common Reasons For Mergers And Acquisitions
A change of control might relate to:
- The desire of current owners to cash out
- The need to diversify or raise equity capital
- A need for retirement or estate planning
- 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.
Structuring Your Deal And The Ongoing Business
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. These details in the deal terms can make a world of difference to the parties involved.
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.
Covering All Of Your Legal Bases
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 experience and resources to develop a custom strategy for optimizing the transaction and to get deals to the finish line.
Evaluating Whether To Pursue A Merger/Sale/Acquisition
In deciding whether or not to proceed with a merger, sale or acquisition, business owners should keep in mind that a business deal could be structured in a number of functionally identical ways. Different structures can generate different tax results and 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 concerns
- Licensing and permitting
- Securities
- 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, sale or merger. Our legal representation extends from initial due diligence through letter of intent, determination of purchase price and payment terms, to 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, sale 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.
