Mergers and acquisitions (M&As) happen at different stages of a company’s development, but they often involve many of the same issues that have to be addressed during an initial business formation with a startup. This is especially true when it comes to synthesizing the operating documents of two formerly separate companies into a new post-merger or acquisition business structure.

Our attorneys assist with all steps in the merger or acquisition process, including:

• Preparation and planning: We can conduct or oversee legal due diligence on the target company and review contracts, corporate governance documents, litigation history, intellectual property rights and historical regulatory compliance to identify potential risks and liabilities.
• Documentation and coordination: Our M&A attorneys can also assist with the drafting or review of all the various documents necessary to begin the merger or acquisition process, including disclosures. We understand how to coordinate with other professionals, including accountants, to ensure you have a comprehensive overview of all the legal issues and/or risks involved.
• Financing arrangements: Our attorneys assist in negotiating and drafting financing agreements, as well as helping our clients explore all the options, including debt facilities, equity investments and mezzanine financing.
• Transaction structuring: We can advise you on the most suitable structure for the M&A transaction, considering all the tax implications, regulatory requirements, financing options and your overall objectives.
• Preliminary offer building: We carefully draft and review preliminary agreements, such as letters of intent (LOIs) or term sheets, outlining the key terms and conditions of the proposed transaction, including the purchase price, payment terms, due diligence process and any exclusivity provisions.
• Negotiation of the definitive agreements: We offer dedicated guidance with final M&A agreements, such as the resulting purchase contract, merger agreement or any asset purchase agreements, with care to address all issues related to representations and warranties, indemnification, closing conditions and each party’s post-closing obligations.
• Regulatory compliance: Our attorneys assist in preparing and filing regulatory submissions for mergers and acquisitions, such as antitrust notifications or the diverse filings required by government agencies to obtain the necessary approvals and clearances for the transaction. This is particularly important in transactions involving publicly traded companies or securities offerings.
• Closing coordination: Attorneys play a key role in coordinating the closing of the transaction in a merger or acquisition, which can help ensure that all legal formalities are followed, documents are properly executed and funds are carefully transferred per the terms of the agreement.

Finally, our attorneys advise on post-closing integration matters with mergers and acquisitions in Michigan, such as company restructuring, the facilitation of employee transitions, intellectual property consolidation between the formerly separate entities and the fulfillment of all leftover contractual obligations.

At Herbert Machnik Law Firm, we handle many legal issues that may not fit neatly into a “business law” block, like commercial real estate leases or purchases. The end goal is to facilitate a smooth transition process for our clients and maximize the benefits of the merger and acquisition process for the resulting company.