Legal Notes: Mergers and Acquisitions

November 11, 2010 Author: Tim C. Bruinsma

In this changing economy, many of our clients are considering mergers or acquisitions, either as sellers or buyers. On the "sell" side, owners are expressing concerns about the prospects for economic recovery in their particular industries. There is a lot of uncertainty, and many individuals simply have reached the age where for personal as well as business reasons it is just time to exit. On the "buy" side, growing companies are becoming more aggressive in searching for acquisition candidates. Prices now are relatively attractive, and buyers recognize that a good acquisition, particularly at a favorable price, can provide a path to accelerated growth, an associated increase in critical mass and greater value. These are basically "financial" acquisitions, motivated by anticipated financial benefits. But in many cases, the motivation for a purchase transaction stems from perceived business synergies, new market opportunities, or other subjective "strategic" factors. But whether financial or strategic, acquisitions can offer benefits on both the buy side and the sell side worthy of consideration. From a legal transactional perspective, we see certain patterns, needs and pitfalls which are worthy of attention from the very beginning. Among the things to consider are the following.

  1. Transaction Form
    a. True Merger
    b. Asset Acquisition
    c. Stock Acquisition
  2. Common Considerations
  3. Documentation
    a. Non-Disclosure Agreement
    b. Letter of Intent
    c. Definitive Agreement

View the attached PDF for more information.