Mergers and acquisitions work reduces risk by identifying hidden liabilities, securing favorable terms, and ensuring regulatory compliance. It also accelerates growth through strategic partnerships and streamlined integration, while preserving value for sellers and protecting buyers from post-closing disputes.
A comprehensive plan aligns systems, cultures, and processes, reducing disruption and accelerating value realization after closing.
Our firm brings deep corporate law experience, a client-centric approach, and a track record of guiding complex transactions through to a successful close. We tailor strategies to your goals and local legal landscape.
We establish a roadmap for integrating people, processes, and systems to maximize value and minimize disruption for stakeholders.
A merger combines two entities into a single entity or brand, while an acquisition typically involves one company purchasing another. Both structures aim to create value, but the mechanics, governance, and post‑closing integration differ. Understanding these distinctions helps you choose the structure that best fits strategic goals.
An asset purchase limits liabilities to the assets acquired, and can simplify risk allocation. A stock purchase transfers all assets and liabilities of the target. The right choice depends on risk tolerance, tax implications, and the desired continuity of contracts and operations.
Transaction timelines vary with deal complexity, diligence scope, and regulatory requirements. In North Carolina, straightforward asset or stock purchases may close in a few months, while more complex mergers or cross‑border structures can extend to six months or longer.
Essential items include financial statements, material contracts, employee obligations, litigation history, IP ownership, permits, and regulatory compliance records. A robust diligence plan helps uncover hidden liabilities and informs negotiation and closing conditions.
Key participants typically include the business owner or leadership, a financial advisor, a corporate attorney, an accountant, and, when relevant, integration or HR specialists. A coordinated team improves decision making and ensures that legal and business objectives align.
Tax considerations include asset versus stock tax treatment, potential surtax exposure, and the impact on net operating losses. The structure chosen affects the post‑closing tax footprint, so coordinating with tax counsel early in the process is essential.
Employment continuity can be addressed through employment agreements, noncompete provisions, and transition plans. Clear communications and proper HR documentation help preserve essential talent and minimize disruption after the deal closes.
Integration planning covers systems, processes, culture, and governance. A detailed roadmap helps align departments, preserve value, and accelerate realization of synergies while addressing workforce and customer considerations.
Regulatory approvals can pause or condition closings. Timely submissions, accurate disclosures, and proactive engagement with regulators help avoid delays and keep the deal on track while ensuring compliance.
Fees for M&A counsel vary by deal complexity and scope. Typical costs include due diligence, document drafting, negotiation, and closing coordination. A clear engagement letter outlines fees, milestones, and potential additional charges to prevent surprises.
