Mergers and Acquisitions Law in Ohio
Mergers and acquisitions are purchases and sales of business assets and ownership. In a business acquisition, the business being purchased ceases to exist after the transaction is complete. In a merger, two companies combine into one, generally taking on the name and identity of a surviving company. The difference is that mergers typically retain executives and staff from both companies, whereas in an acquisition the owners of the selling business cease to hold ownership interest.
The Process of Mergers and Acquisitions
As a mergers and acquisitions attorney in Ohio, I have been through the process several times. These transactions start by negotiating the basic terms of a purchase contract. This contract will outline what assets are being sold, what the price will be, what assets will be retained or compensated for after the transfer, when the transfer will occur, how funding will occur, and it will set the schedule for due diligence. Mergers and acquisitions lawyers will make sure the parties will have adequate time for due diligence and will help clients understand where liability may arise.
Sources of Liability in a Business Purchase or Sale
Due Diligence is a major area for potential legal liability when buying or selling a business. During this phase, the parties have a chance to inspect the confidential information of each other to ensure the business being sold is in the financial and physical condition that the Sellers presented it to be in. Essentially, due diligence allows the buyer to make sure the Seller isn’t misrepresenting the financial state of the Seller company or the condition of the assets being sold.
Representations and Warranties
Representations and Warranties are where the parties make legally binding statements about their conditions and ability to complete the transaction. An Ohio M&A lawyer will help you ensure that a contract’s representations and warranties are legally effective against the opposing party without being overly restrictive on your end.
When financing through a lender, a Buyer will want to make sure they are not liable for a business purchase transaction for a failure to secure funding. Buyers will be required to make affirmative efforts to acquire lending approval, but an experienced M&A attorney will ensure that you are not liable for the entire transaction if a lender rejects your application.
Some M&A transactions include franchised businesses. These transactions will require the parties to satisfy franchisor requirements and gain franchisor approval along the way. A top M&A lawyer will help you comply with franchise requirements while not being liable for delays or rejections by the franchisor.
Mergers and Acquisitions are exciting transactions. They are also very complicated and should be approached with a skilled M&A attorney. To get the support of a top M&A law firm in Ohio, call Collier Legal today.
I started my law firm straight out of law school as a business law firm in Ohio. I went back to school and acquired my patent license while growing my firm. After practicing law for 4 years, I decided to transition my practice into exclusively patent law. Then, I decided to transition out of solo practice and join a team of attorneys and paralegals. Now, I run the business law and patent law departments of Doucet Law.