Aimee B. Davis Law P.C.

Mergers & Acquisitions

Mergers & Acquisitions (M & A) involves the formal combination of two or more enterprises to conduct business as a single legal entity going forward. M & A deals typically take one of three forms:

 

  • A statutory merger under state corporate law;
  • A purchase by one company of another company’s stock or other equity; or
  • A purchase by one company of some or all of another company’s assets.

 

Various other structures are also possible.

 

In determining the structure that is selected or creatively developed by our firm, we give thoughtful consideration to the unique business needs of our clients and each of the parties, the status of their businesses, their respective places in the market, tax, industry-specific regulatory requirements and many other factors.

 

For most companies, a sale event is a once-in-a lifetime experience. Selecting counsel that understands the entire sales process, from sale planning to closing, is vital to achieving an efficient and successful outcome. You need counsel that is not only familiar
with M & A transactions, but is also deeply experienced in consummating M & A deals. Our firm knows how to “close the deal” rather than “kill the deal.”

 

We don’t pursue “academic” issues or get bogged down in theoretical concerns. We work with our clients to learn about their business needs and risk tolerance, and then prepare and negotiate deal documents that are uniquely tailored and appropriate under the circumstances. We help our clients identify issues on which they should stand firm, versus those where reasonable compromise is appropriate.

 

We advise our clients on all aspects of their transactions, including due diligence, deal terms, transaction mechanics up to and through closing, and post-closing activities. Having closed hundreds of transactions, we make the M & A process streamlined, efficient and minimally disruptive to our client’s business operations, so they can continue to run their business while we remain laser-focused on closing the deal.

Merger & Acquisition Solutions:

 

We represent M & A Buyers and Sellers, or Targets in:

 

  • Public and private target company mergers & acquisitions
  • Strategic acquisitions
  • Roll-ups, spin-offs and divestitures
  • Management, shareholder, and control group buyouts
  • Restructuring and recapitalization transactions
  • Statutory, triangular and reverse triangular mergers
  • Distressed asset sales and acquisitions
  • Board and officer counseling
  • Shareholder and creditor rights counseling
  • Employment, environmental and other deal considerations
  • Foreign investment and foreign ownership;
  • Other issues affecting transactions

Merger & Acquisition Representative Transactions:

  • Representing the buyer of shares in a Certified Woman Owned consulting business
  • Representing a Woman-Owned production company in the redemption of equity in resolution of a business dispute between the members of a limited liability company
  • Representing the buyer of equity held in an online educational company that produces online conferences, events and activities
  • Representing the seller of equity held in a private school
  • Representing the purchaser of assets of a color trend forecasting company, including drafting and negotiating employment agreements for the principals
  • Representing a fashion merchandising and consulting company in the acquisition of assets of a global sales agent for fashion trend services and products, including drafting and negotiating employment agreements for the principals
  • Representing the purchaser of assets of an international fashion merchandising advisory and consulting firm, specializing in brand positioning and product development, including drafting and negotiating consulting and employment agreements for the principals
  • Representing a Limited Liability Company in the acquisition and development of real property located in NYC

 

Links to Merger & Acquisition Related Blogs