When a business is looking to grow by acquiring other businesses, the stakes can be incredibly high. Not only are there big dollars at risk, but the process for acquiring a business is a complex series of steps from negotiation to Letter of Intent to Due Diligence to Purchase Agreement to Closing and beyond.
All acquisitions start by defining precisely what the buyer is attempting to accomplish. Is the desire to simply eliminate the competition, seize a distressed opportunity or gain market share? Whatever the purpose, you”ll need experienced legal counsel on your side to ensure your goals are achieved.
How Epiphany Law Can Help
The experienced Mergers & Acquisitions (“M & A”) attorneys at Epiphany Law can help make the complex simple. We understand the recipe for success when it comes to mergers and acquisitions. That recipe includes understanding not only the legal issues, but also the “soft” issues that inevitably are involved.
While a successful acquisition strategy requires a team effort, making Epiphany Law a key part of that team will help ensure achievement of your business objectives. Rely on Epiphany Law as your trusted partner in all business acquisitions.
Questions & Answers
Q: What is the difference between a “merger” and an “acquisition”?
A: At times there is no difference and at times the difference can be significant. In every acquisitions, there are significant tax and legal implications in the structure of the transaction. For example, a merger is generally tax-free, however, the acquiring company generally takes on all of the liabilities of the acquired company. Other structures may be less tax advantageous, but may provide significantly greater legal protection to the buyer.
Q: What is a Letter of Intent?
A: A letter of intent is simply a summary of the transaction. It is generally only a few pages and addresses only the most salient points such as purchase price, closing date, due diligence, exclusivity, and confidentiality , among others. A Letter of Intent is generally non-binding by its terms.
Q: What is generally included in “Due Diligence”?
A: Due diligence is simply the analysis of the opportunity. That analysis should be approached from a number of perspective including legal, tax financial, human resources, sales channels, culture and many others. If done properly, due diligence will either ensure the buy decision is a good one or convince you to walk away from a potential disaster.