Mergers and Acquisitions are corporate transactions where companies either buy or merge with other companies. Lawyers who practice in this area help paper the deal (and negotiate it sometimes), conduct due diligence, and finalize the transaction. We discuss what these are below.
Papering the Deal
Lawyers paper the various variations of the deal, including agreements, and they prepare resolutions and other corporate documents to make the transaction take place. Tax advisors are often engaged as part of the process. Although there can be many tax driven variations, most transactions are generally share or asset purchases.
Due Diligence
Due diligence consists of reviewing the subject corporation to determine risks or issues that should be considered before closing the deal. Due diligence can involve reviewing searches, obtaining background information and reviewing contracts for material issues. Due Diligence is often a condition precedent to a transaction, and if it is not satisfactory, the transaction will sometimes not close.
Finalizing the Transaction
This involves finishing the negotiation of all the different contracts and documents forming part of the deal. Documents are signed and exchanged. Simultaneously money changes hands. A closing book is prepared, and any post closing matters are dealt with (including post closing adjustments).
If you are buying or selling a corporation, or reorganizing your business, please feel free to contact us.
The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.
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