A merger or acquisition is one of the largest milestones most companies will experience that can hyper-accelerate their growth trajectory. Ensuring your attorney has experience in both the representation of the buy side and sell side of the equation can increase the likelihood of a smooth transaction process.
Ranging from under $100,000 to multi-million dollar transactions
Regardless if you're buying or selling a business you should connect with an attorney to protect your financial and legal interests. During the merger or the acquisition process you will be asked a series of questions that are there to identify potential risks of the transaction. Normally in the process you will encounter the following paperwork: Terms Sheet or Letter of Intent, Acquisition Mutual Non-Disclosure Agreement (MNDA), Definitive Purchase Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Stock Swap Agreement, Executive Employment Agreement, and Stock Option Agreement
There are a number of ways to structure a deal and even more reasons why one way would benefit you more than the other. Understanding the differences can avoid legal or financial hardship. Hiring a professional mergers and acquisition attorney can save you a considerable amount more than the amount spent in attorney fees.
The following is a partial list of methods to structure a merger that Alpine can provide consultation:
Asset Acquisition
Stock Purchase
Stock Swap
Hybrid Stock with Cash Acquisition
Merger
Forward Merger
Reverse Merger
Forward Triangular Acquisition
Reverse Triangular Acquisition
The wording of your contract can have significant liability and financial ramifications when there are missing terms or clauses favoring the opposing side. Having a Mergers and Acquisitions Attorney prepare or negotiate the wording of the purchase or sale will ensure the contract is properly structured.
The following is only a partial list of the documents Alpine can provide consultation on when you are considering a Merger or Acquisition:
Buy/Sell Agreements
Shareholders Agreement
Company Stock Purchase Agreement
Equity Purchase Agreement
LLC Membership Purchase Agreement
Shares Exchange Agreement
Merger Agreement
The tax laws imposed by the IRS are designed to favor businesses but require knowledge and skill to maximize their proper use. Being aware of the capital gains tax implications and potential exemptions based on how a deal is structured could create a favorable tax situation.
The following is a partial list of tax consideration topics an Alpine attorney can provide consultation:
Tax Free Reorganization Documents
Tax Opinions on Deal Structures
Buying or selling a business includes the stock options owned by all the equity shareholders. These options can cause varying effects on the deal due to how they are built and the implications they impose. Understanding the implications of the options and how they can affect the deal based on how the deal is structured provides you with information to make an informed decision.
The following is a partial list of stock option topics an Alpine attorney can provide consultation:
Assumption of Employee Option Pool
Transfer of Stock Opinions
Rule 144, Exemption Categories
Depending on your industry you may have additional government reporting that is necessary when changing ownership of a business. These reporting requirements might be time sensitive and require immediate attention to be done properly.
The following is a partial list of government reporting topics an Alpine attorney can provide consultation:
CMS Reporting
FINCEN Registration and Reporting
SEC Notice related Filings (Form D, Form ID)