Your Trusted Company Merger Attorneys in New York, NY

When navigaating a company merger, it is important to work with experienced legal counsel. That is why attorneys like us are essential. Here is what we bring to the table:

• Compliance. The regulatory requirements for mergers are complex. We ensure you avoid missteps that could derail or delay the deal.
• Negotiation. The terms negotiated set the course for integration and performance post-closing. Our lawyers negotiate optimally for your interests.
• Due Diligence. Thorough due diligence avoids unwelcome and unforeseen costs. We know what to look for in due diligence.
• Documentation. The purchase agreements and related contracts need to be expertly drafted to protect your interests. We advise on the proper merger structure that could minimize taxes and other costs while ensuring correct documentation for the purchase and sale of the company.
• Shareholders. Keeping shareholders confident and informed is crucial. We manage communications and shareholder relations expertly.

A skilled merger legal team like ours provides assurance and expertise at every step for a successful merger of a company.

Navigating Regulatory Requirements

The regulatory requirements differ for public and private company mergers.

For public companies, we help navigate:

• SEC registration requirements like the S-4 and PREM14A filings
• Federal Trade Commission and Department of Justice filings under HSR Act
• Disclosure requirements around financials, shareholders, timeline
• Shareholder communications and approvals

For private companies, the requirements focus more on:

• Negotiating transaction terms and shareholder rights
• Conducting due diligence as there are fewer disclosure requirements
• Drafting transaction documents like stock purchase agreements
• Navigating any state-specific regulatory requirements
• Working with company counsel to update organizational documents
• Structuring the deal to optimize tax implications

The process is generally more streamlined for private company mergers. We provide critical guidance in negotiations, due diligence, documentation, and closing.

Negotiating Favorable Terms

Key terms we focus on during company merger negotiations are:

• Purchase price. We aim for maximum value for our clients.
• Representations and warranties. We ensure comprehensive protection by reviewing the reps and warranties to be correct at the time of signing and/or closing.
• Closing conditions. We negotiate conditions favorable to the deal completion.
• Breakup fees. We secure fees if the deal falls through without fault.
• Employees and management. We work to retain key talent through the transition.

Conducting Due Diligence

We conduct in-depth due diligence on the target company to avoid surprises, looking at:

• Financial statements and performance data
• Material contracts and agreements
• Pending or threatened litigation
• Intellectual property rights
• Regulatory compliance issues
• Corporate leadership and organizational charts
• Through rigorous due diligence, we uncover any red flags like:
• Undisclosed liabilities or litigation
• Financial irregularities or performance declines
• Breaches of representations and warranties
• Regulatory non-compliance or IP issues

We then re-negotiate terms or walk away if risks outweigh the benefits. With our experience guiding due diligence, we uncover any red flags or risks before you finalize the merger.

Seamless Integration

We also advise on pre-merger planning for:

• Organizational structure, reporting lines
• Combining corporate cultures
• HR policies and training
• IT, operations, and supply chain integration
• Communicating changes to customers/partners

This enables a smooth transition and continued business momentum post-merger.

Key Documentation in Company Mergers

Our lawyers work to expertly draft and negotiate all key documentation required to execute a merger:

• Letter of Intent. Outlines non-binding terms and timeline to reach a definitive agreement.
• Confidentiality Agreement. Governs treatment of sensitive information during due diligence.
• Merger Agreement. Definitive merger agreement outlining terms, reps and warranties, etc.
• Disclosure Schedules. Detailed schedules referenced in the acquisition agreement.
• Escrow Agreement. Outlines escrow funds to satisfy indemnity obligations if issues arise post-closing.
• Employment/Retention Agreements. Maintains continuity of key executives and talent.
• Shareholder Voting Agreements. Guarantees shareholder vote in favor of the deal.
• Proxy Statement. Filed to provide shareholders information needed to vote on deal.
• Debt Commitment Letters. Secures financing commitments from lenders.
• Legal Opinions. Verifies compliance, authority, enforceability relevant to the deal.
• Board Resolutions. Documents board approval on both buyer and seller side.

Our lawyers pay meticulous attention to these documents, carefully crafting and reviewing to optimize terms for our clients. We leave no detail unchecked in the documentation process.

Assignment in Mergers

The assignment provisions in merger agreements are critical but often overlooked. When companies merge, all contracts, leases, licenses, and other agreements need to be transferred and assigned to the new combined entity.

As your merger counsel, we ensure:

• Client contracts and service agreements are properly assigned. This maintains continuity for customers.
• Real estate leases, equipment leases, and any other leased assets are assigned without conflict.
• Technology licenses, trademarks, patents and other IP are correctly assigned to the new entity.
• Employee agreements like non-competes are assigned to protect the company.
• Any consents needed from third parties for assignment are obtained upfront.

Without proper assignment of rights and obligations, it can create legal liabilities, disrupt operations, and result in the loss of critical assets post-merger. We meticulously review all existing agreements well ahead of closing to guarantee seamless assignment and prevent business disruptions when the companies combine.

Managing Shareholder Interests and Communications

We also help manage shareholder interest to minimize uncertainty and apprehension by:

• Drafting SEC-compliant communications to update shareholders throughout the process
• Creating messaging to maintain shareholder confidence through the transition. This includes emphasizing benefits like increased valuation.
• Advising on appropriate shareholder outreach, such as town halls and webinars.
• Developing a PR and communications plan to control the narrative around the merger.
• Answering shareholder questions and concerns regarding impacts to dividend/earnings.
• Planning capital return programs like buybacks or dividend increases to deliver shareholder value after closing.

Attempting a merger without experienced legal counsel at your side is risky. You need a lawyer like us who knows the process inside and out: one who can leverage their expertise to get you the most favorable terms while protecting against surprises.

If you need legal representation or advice, we, at the law offices of Albert Goodwin, are here for you. We are located in Midtown Manhattan in New York, NY. You can call us at 212-233-1233 or send us an email at [email protected].