Mergers & Acquisitions
Our Approach: Spot Opportunities That Drive Results Fast
You want someone to understand and enable your business. That’s where we come in and offer strategic and thorough counsel on game-changing U.S. and global M&A deals.
For businesses, today’s environment is more complex, more competitive, and more fast-paced than ever. From a legal point of view, it has never been more important to get the due diligence, finance, structuring, compliance, and contracts right, from start to finish. And timing is critical.
What We Do: Drive Ambitious Clients to Achieve Extraordinary Outcomes
Our M&A legal team is recognized for its particular strength in technology, financial services, and communications, marketing, and media firms. No matter the size of the deal, clients count on having skilled M&A lawyers lead the deal team and see the transaction until it closes. We guide you through every stage of a deal – from due diligence and structuring to negotiation and preparation of merger and acquisition documents, to post-purchase integration.
How we helped Clint
“Gouchev Law has helped me tremendously with my startup by providing legal guidance and advising on how to protect my IP. As a new business there are so many things to worry about, and having someone you can trust with legal counsel is a big relief. Jana has helped many companies and I wouldn’t hesitate to recommend her.”
Clint Chang, Team Member, FanCamp Inc.
Our expertise in M&A and Business Law is an important part of our broader expertise in business strategy
M&A Transactions face industry-specific issues critical to the success of a deal. These transactions also unavoidably affect other areas of business law. We can holistically address all aspects of a deal. That’s why our M&A lawyers are aligned to specific industries. In addition to senior M&A lawyers, our teams include talented attorneys in employment law, intellectual property, and finance.
When you work with our seasoned business lawyers, you have a single point of contact to ensure the coordinated management of a project, and ensure we are working as a team to support our clients.
Whether you are working on the sell-side or the buy-side, cross-border, or nationally, you want a law firm that offers first-class due diligence, finance and legal structuring, contract negotiation, regulatory documentation, and advice on management-team incentive strategies.
We honestly assess whether the transaction delivers the value that you desire
Buying or selling a business can be both an exciting and stressful experience at the same time. Whether this is your first merger or acquisition, or you frequently deal with acquisitions and mergers, our business attorneys will help you develop successful strategies and business plans to ensure your best interests are being protected throughout the M&A process.
We help you with:
- Business to business acquisition
- Purchase a business
- Sell a business
- Partner buyouts
- Asset purchases
- Stock purchases
In an acquisition, a company purchases another company, assuming the company’s liabilities and receiving the company’s assets. There are two main types of acquisitions.
- Stock Purchase: A company can purchase another company’s shares of stock. But if you’re purchasing publicly traded stock, there has to be a tender offer which requires the purchasing company to publicly solicit the stock of the other company for a defined price.
- Asset Purchase: A company may purchase the assets of another company through an asset purchase, and sometimes the purchasing company might assume the liabilities of the target company.
A merger is when two companies decide to combine. This can happen between companies of any size, not just large corporations. The difference between a merger and an acquisition is that in a merger a new business is created that receives all assets of the merging companies and assumes all liabilities of the merging businesses.
Do You Need a Business Lawyer for Mergers and Acquisitions?
State and federal agencies regulate business acquisitions and mergers. The Federal Trade Commission (FTC) examines business transactions to see if they comply with the antitrust laws and the fair compensation laws of the Sherman Antitrust Act of 1890. The SEC reviews M&A transactions to ensure that all asset and stock transfers are correctly valued and follow the appropriate laws and regulations. The Securities and Exchange Commission (SEC) detects and investigates claims of insider trading.
Besides compliance with the above agencies, M&A transactions involve intense negotiations before the legal documents are drafted. Mergers and acquisitions also involve a significant number of legal documents to transfer business assets and liabilities.
Examples of just a few of the legal documents involved in an M&A transaction include letters of intent, liability releases, intellectual property transfers, deeds, asset purchase agreements, confidentiality agreements, non-compete agreements, and closing contracts. That’s why business attorneys play a vital role in the process of buying or selling a company.
Issues Involved in Mergers & Acquisitions
A mergers and acquisitions attorney handles all matters related to mergers and acquisitions by providing tailored plans based on your needs and goals. Including:
- Identifying the legal issues related to the type of business industry and transaction under consideration
- Outlining a client’s business goals and metrics criteria
- Intellectual property transfers
- Transferring title to assets, equipment, and real estate, including performing title searches to ensure clear title to the property
- Obtaining approvals and releases from contractual parties or lenders
- Employment issues, contracts, and complying with ERISA requirements
- Reviewing any regulatory rules and laws to ensure compliance with all federal and state regulations
Why Gouchev Law
When you acquire another business or merge your company with another business, you need experienced legal counsel throughout the entire process, including pre-transaction and negotiation phases through structuring the M&A transaction, financing, and closing.
Speak to us about Gouchev Law’s M&A Services—and how we can help you reach your business goals by gaining you the maximum value of the transaction.
Trusted Counsel At Your Side
As your outside general legal counsel we’ll be right there with you, providing continuing counsel to you and your company as you face new opportunities and challenges. We will help you to create partnerships that maximize your growth while protecting your interests.
- Acquisitions and Mergers
- Asset Purchases
- Stock Purchases
- Strategic Alliances
- Due Diligence Review
- Corporate Restructurings
- Joint Ventures
- Management and Partner Buyouts
- Regulatory Issues
- Subsidiary Spinoffs