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Mergers and Acquisitions Attorneys

There is always a good chance that your small business formation may lead to a big idea that attracts the attention of larger enterprises. Unfortunately, there is also the possibility that your corporation faces financial difficulty and the opportunity to absorb it into a larger company is better than dissolving your business.  Mergers and acquisitions can come into the picture for all business owners, whether they are facing dizzying success or embarrassing shortcomings.

No matter your situation, merger and acquisition law is an area where you require expertise. Gertler Law Group, LLC offers you the business law background and effective negotiation skills to help you through a merger or acquisition. If you take this step, you want to do so with no or few regrets. Let us represent your interests in these transactions so you can come out of them ahead.

Challenges with Mergers and Acquisitions

A merger is when two companies combine to create a new one. An acquisition is a process where a company purchases another entity that is absorbed into it. In the latter transaction, the purchased company ceases to exist. However, many business owners who are struggling see that course of action as a good way to keep current workers employed and cut their financial losses. A merger can offer the same benefits, however it is unlikely that you will find an opportunity to merge if your business is struggling.

Your choice will depend on what reality offers you. Many clients who come in to see us already have an acquisition or merger candidate chosen and hire law firms for due diligence and finalizing the transaction. However, our involvement also becomes necessary due to legal requirements.

Depending on whether a merger or acquisition is public or private, there are challenges. If one of the entities involved in the transaction is publicly traded (making the merger or acquisition public), the following must be considered:

  • Federal Trade Commission (FTC) regulations. Depending on the size of the resulting entity, there could be concerns about anti-competitive behavior and fair competition. This is usually common with large national corporations absorbing a similarly-sized entity.
  • Securities and Exchange Commission (SEC) requirements. The SEC will need to be involved in order to assure that the asset exchange does not occur through illegal procedures, like insider trading or devalued stocks. This is not unique to larger entities; publicly traded medium-sized businesses must also be careful in how they sell or acquire assets.
  • State requirements. Once an agreement is made, the proper forms must be filed with the New York Division of Corporations. That would include dissolving any entities that are acquired by another one. You want these steps covered or you risk future liability if the merged or acquired entity faces a lawsuit.

Even if neither party is publicly traded, you still need to assure fairness. You do not want to pay too much to acquire the assets of another company or get short-changed when selling your business to another enterprise. Likewise, if you are looking at a merger, you want to take steps to be sure the terms are agreeable to your interests. Even if your transaction does not require the involvement of the FTC or SEC, you still want the assistance of legal counsel to assure complete and clear agreements that maintain benefits to you.

Complete Agreements

Your merger or acquisition is a contract. Closing documents will reflect exchanges and agreements that look to benefit all parties. Even if the only advantage you seek is to release the burden of an unprofitable business, that does not mean you should settle for the least amount. Your business would not be considered for acquisition if there were no benefits to the purchase.

Besides agreeing on fair prices, there are also covenants, warranties, and other stipulations to consider. If you own the business being purchased, you do not want that interest undervalued but you do not want to be held to unreasonable demands either. Likewise, if you are the purchasing entity or a party to a merger, you want certain guarantees. When you hire Gertler Law Group, LLC to help you through these transactions, you can be assured that these interests are well-represented and will be considered as you make the final agreements.

Merger and acquisition law is frequently complex and confusing to the layperson. There are many avenues to cover and you need to take steps so other entities do not take advantage of you. While this is often overwhelming to you, to experienced business attorneys, it is all part of the process.

Let our experience and knowledge work for you. Contact Gertler Law Group, LLC if you are examining the possibility of a merger or acquisition in New York.