Mergers, Acquisitions, & Sales

In the fast-paced world of business transactions, mergers, acquisitions, and sales are significant events that shape the future of companies. Because these complex deals involve extensive legal documentation and negotiations, the guidance and representation of an experienced business lawyer is critical. At Brian Hatch Law, we leverage over 30 years of industry experience to set your business up for a transaction that is legally sound, risk-mitigated, and strategically structured according to your best interest.

Structuring the Transaction

No two M&A deals are alike. That’s why we work closely with you to tailor the deal structure to align with your business objectives. Whether the transaction is structured as a stock purchase, asset sale, or merger, the legal implications vary significantly. As your business attorney, Brian Hatch will help you determine the most advantageous structure for tax purposes, regulatory compliance, liability management, and ownership transition. At this beginning stage, we’ll also draft the following documents:

Letter of Intent (LOI): Sets out the preliminary terms and conditions of the deal to ensure that both parties can align on expectations before moving forward.
Non-Disclosure Agreement (NDA): Ensures that proprietary and sensitive information shared during due diligence remains confidential.

Conducting Due Diligence

Due diligence is a crucial component of any merger or acquisition. At Brian Hatch Law, we take this responsibility seriously. During the due diligence process, we identify potential liabilities and assess legal compliance to allow buyers to make informed decisions and sellers to preemptively address red flags that could jeopardize a deal. To do this, we thoroughly review all relevant documents, such as contracts, financial statements, employment agreements, and those pertaining to intellectual property rights, pending litigation, and regulatory compliance. All of our findings are then compiled in due diligence reports.

Drafting Contracts and Operating Documents

Our primary role in M&A transactions is to draft and review the contracts and operating documents that form the legal foundation of the deal. Examples of these documents include:

Purchase or Merger Agreement: Definitive contract for the sale or merger that includes all applicable pricing, warranty, indemnity, and closing conditions.
Disclosure Schedules: Appendices to the Purchase Agreement that qualify the representations and warranties.
Consents and Resolutions: Internal corporate approvals required by both buyer and seller to authorize the transaction.
Employment Agreement: Contract dictating the fulfillment of prescribed employment terms between designated existing employees and the business buyer.
Non-Compete Agreement: Contract restricting the business seller from engaging in competitive business with the buyer.
Other Closing Documents: Any of a number of documents required at closing, such as the bill of sale, escrow agreement, or a transition services agreement.

Careful legal drafting and review of these important documents can prevent costly disputes and missed opportunities.

Your M&A Advocate

At Brian Hatch Law, we prepare and negotiate precise contracts and operating documents to protect your interests first and foremost, while also facilitating a smooth process. If you need a business attorney who will help set the stage for the long-term success of your business, give us a call at 480.654.9922. If you prefer, you may also request a consultation online, and we’ll contact you to set one up.