A well-structured M&A strategy minimizes risk, clarifies price and terms, and protects confidential information throughout negotiations. With experienced counsel, you can identify deal-breakers early, assemble precise schedules, and manage post-closing integration to capture synergies while avoiding costly missteps.
A unified team helps negotiate comprehensive terms, avoids conflicting provisions, and shortens the time from LOI to closing, while ensuring protections for both buyers and sellers.
We bring practical corporate and transactional experience, a collaborative approach, and a focus on clear, actionable outcomes for buyers and sellers in the Lochearn region.
A structured integration plan defines leadership, systems, and reporting to realize synergies and maintain continued operations for customers and employees.
The difference between a merger and an acquisition lies in control and structure. A merger typically results in a new, jointly owned entity formed by combining two businesses, whereas an acquisition transfers ownership of one company to the buyer.\nBoth deal types require thorough due diligence, clear representations and warranties, and carefully drafted closing conditions to address liabilities, integration, tax consequences, and governance.
Hiring an M&A attorney early helps you choose the best structure, manage risk, and prepare for negotiations with confidence. Early counsel can draft term sheets, assess regulatory implications, and align financing with the deal strategy. It also speeds due diligence, coordinates with accountants and bankers, and ensures that strategic objectives remain central throughout the process, reducing surprises at closing and supporting a smoother handoff to integration.
An M&A deal timeline varies by complexity, but many transactions span several weeks to several months from initial discussions to closing. Key factors include the scope of due diligence, regulatory reviews, negotiations, and financing arrangements. With precise planning, clear milestones, and prompt issue resolution, deals can progress smoothly and on schedule.
Common deal structures include asset purchases, stock purchases, and mergers. Asset purchases let buyers select assets and liabilities, while stock purchases transfer ownership via shares. Mergers blend entities, often creating a new combined company. Each structure has tax, liability, and governance implications, so selecting the optimal form requires careful analysis of risk and objectives.
Costs in M&A include legal fees, accounting and advisory bills, due diligence expenses, and potential financing costs. Hidden costs can arise from regulatory filings, integration planning, and transition services. A detailed budget and phased fee arrangements help manage cash flow, while early scoping of regulatory requirements reduces the chance of overruns.
Due diligence directly affects pricing because it uncovers liabilities, undisclosed contracts, and contingent obligations that reduce value. Buyers adjust price or demand indemnities to compensate for identified risks. Sellers should prepare complete, up-to-date records and robust representations to support a fair price, with covenants to manage risk post-closing.
Foreign buyers can acquire U.S. companies, but they must navigate U.S. laws, export controls, and antitrust reviews. The process often requires coordination with U.S. counsel to ensure compliance and timely regulatory clearance. Cross-border deals may involve currency considerations, tax planning, and local employment regulations.
Post-closing matters include integration planning, retention of key personnel, harmonization of systems and contracts, and ongoing governance. Addressing these areas early helps realize synergies and maintain customer and employee trust. Ongoing legal support may cover compliance, contract renegotiations, and dispute resolution.
Antitrust risk is assessed by examining market concentration, potential impacts on competition, and relevant regulatory thresholds. Early engagement with antitrust counsel helps structure the deal to avoid delays and ensure lawful approvals. In some industries, divestitures or remedies may be required to gain clearance.
Yes, we offer ongoing post-merger integration support, including governance setup, policy harmonization, and transition service planning to realize synergies and maintain operations during the transition. Continued counsel can help monitor compliance, manage disputes, and adjust milestones as needed.
