Mergers and Acquisitions include Purchases and Sales of Businesses,Buy-Outs, Reorganizations and Restructuring,Assist in Corporate Transactions

Lawyers in the Mergers and Acquisitions practice have extensive experience representing companies in negotiated transactions of all kinds, including:

Purchases and Sales of Businesses Including:

  • Represent both sellers and purchasers of businesses in taxable and nontaxable transactions.
  • Advise regarding transaction structure and legal terms.
  • Assist in the negotiation of the transaction.
  • Prepare documents necessary to effect the transaction and handle closings Provide necessary advice on issues involving tax, antitrust, securities, employment, real estate and other laws relevant to a specific transaction.

Buy-Outs, Reorganizations and Restructuring Including:

  • Advise clients regarding buy-outs, reorganizations and restructuring of businesses to achieve various objectives
  • Management and owner succession plans, liquidity, estate planning and resolution of conflicts among owner groups.
  • Management buy-outs, leveraged buy-outs, and other specialized acquisition transactions.
  • Prepare the documents and take other legal steps necessary to implement these
  • transactions.

Organization of Business Entities Including:

  • Formation of a new business entity.
  • Advise clients regarding all aspects of organizing a new company.
  • Including alternative business structures, issuance of stock or other equity to founders, buy-sell, voting or other agreements among owners and employment agreements and employee incentive arrangements.
  • Organize large and small private and publicly held corporations and partnerships, Subchapter S corporations, limited liability companies, real estate investment trusts, professional corporations, mutual funds and nonprofit organizations.

Assist in Corporate Transactions Including:

  • Tax-free mergers and acquisitions: Structuring transactions as tax-free reorganizations; tax treatment of outstanding options.
  • Spin-offs, liquidations, and restructurings: Avoiding tax to corporation and shareholders; preserving net operating losses.
  • Asset sales: Allocation of purchase price; amortization of intangibles; tax indemnification provisions; installment sales and sales and use tax issues.
  • Joint ventures: Structuring, operating, and terminating partnerships, limited liability companies, and other joint
  • ventures.
  • International expansions: Uses of joint ventures, branches or subsidiaries; foreign tax credit and controlled foreign corporation issues.

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