Mergers and Acquisitions
Mergers and Acquisitions are a vital option to the expansion and success of any business. From Fortune 100 companies to closely held businesses, Anthony Law has extensive experience advising clients in business disposition transactions through stock sale transactions; asset sale transactions, mergers with similar businesses, acquisitions of minority interests, and restructuring or reorganizing capital structures to meet the needs of owners.
Deal Structure and Risk Mitigation
The structure of a disposition transaction can have a drastic effect on whether a buyer or seller obtains the outcome sought. Often, parties to a transaction agree to terms while they are uncertain of tax consequences and the risk they will carry forward.
Anthony Law works to ease the uncertainty of its clients by assisting in commercial transactions from the idea stage through closing to ensure the best outcomes. This includes work to obtain financing; regulatory approvals; due diligence requests or production; valuations; operational issues; understanding issues related to good will, tangible assets and intangible assets; transaction structures and post-closing transitions from one ownership group to another.
Our attorneys have experience in a broad range of legal disciplines that allows us to analyze and mitigate risk from a variety of legal perspectives. These include potential employment, employee benefit and tort liabilities, intellectual property concerns, corporate governance concerns, environmental concerns, title issues involving real and personal property, potential tax liabilities, risk of loss responsibilities, post-closing non-competition between parties, tax allocation considerations, and assessment of assumed and excluded liabilities.
Anthony Law currently work with clients on the following:
- Asset Sale Transactions
- Stock Sale Transactions
- Equity Structure Reorganizations
- Board Member Formation
- Development of Non-Disclosure Agreements and Letter of Intent
- Transaction Structure Planning
- Coordinating Due Diligence
- Preparation of Disclosure Schedules
- Preparation of Ancillary Agreements including:
- Employment Agreement
- Retainer/Bonus Agreements
- Non-Competition Agreements
- Escrow Agreements
- Indemnity Agreements
- Buy-Sell Agreements
- Operating Agreements
- Codes of Regulation
Our clients include acquiring companies, selling companies, commercial real estate investors, financial advisors, investment bankers, majority or minority interest holders, dissident interest holders and partnerships. We have closed multiple transactions for our clients including:
- negotiation of a multimillion-dollar Fortune 100 M&A transaction;
- reorganization of the capital structure of a service company that grosses in excess of $40mm a year in revenue, including the creation of class A and B Units;
- representation of the seller of one of central Ohio’s preeminent limousine service companies in an asset deal including seller financing, transfers of real property, and nearly $1mm in other assets;
- drafting asset and real estate purchase contracts for the fastest growing trampoline park operator in Ohio, including multiple purchases of facilities exceeding 30,000 sq. ft. throughout the United States;
- negotiation of the purchase of equity interests on behalf of a medical professional in excess of $500,000 as well as developing rights of first refusal, and rights of other members upon the death or disability of other members;
- negotiation of multiple transactions in the transportation and logistics industries;
- negotiation of multiple transactions in the home health care industry; and
- negotiation of multiple other primary care provider transactions.
Our attorneys have seen it and can help you close it. If you are involved with a small business, mid-size business, or large business and are interested in buying a business, selling a business, merging or restructuring, contact Anthony Law to discuss.
Contact Benjamin MacDowell at (614) 340-0011 with questions regarding Merger and Acquisition Transactions, General Company Compliance, Commercial Agreements, or any other concern regarding your business.