Mergers and Acquisitions
Barlow Garsek & Simon, LLP’s practice often includes representing clients who are buying or selling a business. It is not uncommon at some point in the life of a business for the business to be acquired by new owners. A change of control might relate to retirement, a desire to cash out, the need to diversify, or an opportunity to combine the prospects of a business with another. Often the fastest and best way to grow a business is to buy an existing operation, rather than building up a sector from scratch. Two ways in which businesses combine are mergers and acquisitions. In a merger, two or more companies combine to form a single entity, while in an acquisition, one company takes over another, but both parties retain their separate legal existence. The structure of a merger, acquisition or ownership change is of critical importance because it affects the form and liabilities of the ongoing business, the protections available to the former and new owners, and the taxation of each entity and its owners.
The vast majority of all mergers and acquisitions involve privately held entities. At Barlow Garsek & Simon, LLP, we handle mergers and acquisitions the businesses being bought and sold range in value from several million dollars to potentially billions of dollars. There can be many reasons to go forward with the purchase or sale of a business. A company might benefit by teaming with the management of another business or it might achieve an increase in its market share. The combination might also improve channels of delivery for the parties to the transaction, helping them compete more effectively. Or, there may be estate planning or retirement motives. In deciding whether or not to proceed with a merger or acquisition, business owners keep in mind that a business combination could be structured in a number of functionally identical ways, but that different structures can generate different sets of legal protections for owners and creditors. Also, there are both state and federal regulations that affect business transactions. Among other things, these laws address antitrust, and securities issues. Depending on the form the transaction takes, different aspects of these laws can be triggered.
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 its representations, warranties and indemnification terms.
Attorneys practicing in this practice group are:
Elliott S. Garsek
Zachary M. Garsek