Mergers & Acquisitions

Facilitating successful mergers and acquisitions, providing expert legal counsel throughout the process.

Mergers and acquisitions require careful planning, expert legal representation, and strategic guidance. At Sellers PC, we assist in managing every aspect of the M&A process, from transaction structuring, tax planning and mitigation, identifying and addressing risks, legal due diligence, to drafting and negotiating agreements. Our team works closely with you to create tailored merger strategies that align with your business goals while ensuring compliance with all relevant laws and regulations.

We understand that M&A transactions are more than just legal contracts; they are catalysts for significant business growth and change. That’s why we provide seamless support through the entire lifecycle of the deal, including tax planning, due diligence, real estate expertise, and post-transaction integration. We can leverage our team’s experience to provide cross-discipline solutions for each transaction. Our focus is on safeguarding your interests and facilitating a smooth transition for all parties involved. With Sellers PC, you can trust that your M&A transaction is handled with precision and care, helping you achieve optimal outcomes.

Featured Services

Mergers and acquisitions require careful planning, expert legal representation, and strategic guidance. At Sellers PC, we specialize in managing every aspect of the M&A process, from transaction structuring and identifying risks to drafting agreements and navigating regulatory approvals. Our team works closely with you to create tailored merger strategies that align with your business goals while ensuring compliance with all relevant laws and regulations.

We understand that M&A transactions are more than just legal contracts; they are catalysts for significant business growth and change. That’s why we provide seamless support through the entire lifecycle of the deal, including due diligence, business valuation, and post-merger integration. Our focus is on safeguarding your interests and facilitating a smooth transition for all parties involved. With Sellers PC, you can trust that your M&A transaction is handled with precision and care, helping you achieve optimal outcomes.

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Due Diligence Reviews

Conducting comprehensive reviews of financial, legal, and operational details to identify risks and opportunities before the transaction.

Transaction Structuring

Designing structures that optimize tax efficiency, regulatory compliance, and financial goals for both buyers and sellers, from the initial letter of intent phase through the closing.

Negotiation of Purchase Agreements

Drafting and negotiating purchase and sale agreements and other operative documents (including letter of intent, NDA, governance documents, non-compete and non-solicitation agreements, and employment or consulting agreements) to protect your interests.

Regulatory Compliance Support

Navigating federal and state regulations, including filing requirements, securities compliance and governmental approvals.

Risk Management and Mitigation

Offering strategic planning to minimize risks associated with asset-based transactions, ensuring sound and secure lending practices.

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Mergers & Acquisitions FAQs

How can a business valuation impact a merger or acquisition?

A proper business valuation is critical to determining a fair price for a merger or acquisition, ensuring that you’re not overpaying or undervaluing the company involved in the transaction. A complete valuation analysis also includes a quality of earnings analysis, which is important in assessing the company’s financial stability and potential, guiding decisions concerning working capital requirements and identifying and mitigating risks, such as customer concentration and inventory management.

What is M&A due diligence, and why is it important?

M&A due diligence is the process of thoroughly evaluating a company's financial, legal, and operational aspects before completing a merger or acquisition. It helps identify risks, verify the accuracy of claims, and uncover potential liabilities. At Sellers PC, we conduct meticulous due diligence reviews to protect your interests and ensure informed decision-making in your transactions.

Should I consider a stock purchase or asset purchase transaction?

Generally, this is a transaction specific determination. For example, a buyer may prefer an asset purchase transaction to ensure that he is not acquiring the business subject to pre-closing liabilities or obligations of the business. Additionally, with an asset purchase, the portion of the purchase price allocated to tangible property becomes the buyer’s tax basis in those assets and enables depreciation deductions. A seller typically prefers a stock sale in order to minimize taxes. This would particularly be the case if the target entity is a C corporation and the federal Qualified Small Business Stock capital gain exclusion applies. Both parties, though, may prefer a stock transaction in particular situations, such as when the target entity has valuable licenses, customer contracts or vendor ID numbers that are not transferrable. In certain instances, an election can be made to treat a stock purchase as an asset acquisition for federal tax purposes. Careful consideration of many corporate, tax, customer, vendor and regulatory is necessary.

What is involved in post-merger integration, and how can it affect the success of a deal?

Post-merger integration involves aligning and merging operational systems, company cultures, and business strategies after an M&A transaction. It is crucial to the success of the deal, as poor integration can lead to inefficiencies and lost value. At Sellers PC, we help develop detailed plans for a smooth transition, ensuring that the newly combined entity operates cohesively and successfully.