Mergers & Acquisitions

KPPB LAW provides a full range of mergers and acquisition legal services to our business clients. Mergers and acquisitions involve purchasing or merging with another company. Handling mergers and acquisitions matters requires not only a thorough understanding of the law but expertise in business matters as well. Our attorneys are highly experienced in all types of mergers and acquisitions.

Mergers & Acquisitions Legal Services

KPPB LAW provides a number of legal services related to mergers and acquisitions, including:

Private Company Acquisitions and Sales

Acquisitions and sales of private enterprises is a complex area of law requiring counsel on financing, tax law, intellectual property rights and other issues. Clients who wish to acquire or sell a private company seek the advice of our mergers and acquisitions attorneys to ensure that these sales are structured appropriately and comply with all applicable laws.

A mergers and acquisition attorney provides advice to clients of all sizes on private company acquisitions and sales. This may include advising clients on the sale of an entire business or divisions of a business. An experienced mergers and acquisitions lawyer can provide comprehensive due diligence during the purchase or sale of a private company. Consulting an experienced mergers and acquisitions attorney for this type of transaction is necessary for successful sale or acquisition.

Acquisitions and Sales of Subsidiaries, Divisions, and Other Assets

Whenever a corporation wishes to purchase or sell only part of a company, such as a subsidiary, division or another asset, an experience mergers and acquisitions attorney works to ensure that the sale is structured in the most effective and cost-efficient manner possible. The acquisition or sale of subsidiaries, divisions or other assets, often called a “carve-out transactions” are some most challenging transactions due to the need to divide assets and liabilities between the parent company and the carved-out business. Despite the complexity of these transactions, they are often beneficial to the sellers in streamlining their existing business and to the buyers who can boost their core business.

An attorney with significant experience in carve-out transactions is required to provide advice on how to structure a deal to meet the goals of both the seller and buyer while ensuring that the assets and liabilities are appropriate divided. Clients who seek the advice of a mergers and acquisitions lawyer on the acquisition or sale of subsidiaries, divisions, and other assets will have a higher likelihood of a successful carve-out transaction.

Acquisition Financings

Whenever a business acquires another entity, in whole or part, they will require legal advice on how to finance the purchase. An experience mergers and acquisition attorney can advise clients on financing an acquisition, including structuring complicated transactions.

Financing an acquisition requires legal advice on a diverse number of issues, including corporate structure, tax law and contract law. Clients who work with a seasoned mergers and acquisition attorney on the financing of acquisitions find that their business ultimately gains a competitive advantage through advantageous structuring.

Joint Ventures

In a joint venture, two or more parties undertake an enterprise while retaining their separate corporate identities. Typically, a separate legal entity is formed. Joint ventures present a unique set of challenges for companies, as they usually require advice on a broad range of issues, including antitrust, tax, labor and employment and contract law.

An attorney is necessary for the formation of all types of joint ventures within the United States to provide legal advice on federal, state and local law. Consulting with a mergers and acquisition attorney on a joint venture provides businesses with the advantage of comprehensive legal advice on all aspects of the transaction.

Complex Licensing

Licensing agreements are required whenever a business wishes to utilize patents, trademarks, copyrights and trade secrets. Licensing agreements must be drafted precisely for a company to be able to use these types of intellectual property effectively.

Due to the intricacy of intellectual property law, it is critical for a business interested in a complex licensing agreement to have the assistance of an attorney with experience in licensing agreements to protect a company’s legal rights and reduce their exposure to risk. Any details overlooked in the formation of a licensing agreement can cause significant losses or financial harm. Working with a seasoned licensing attorney reduces the likelihood of these losses, and increases the probability of a favorable licensing agreement.

Asset-Sharing Arrangements

As with strategic alliances and joint ventures, asset-sharing arrangements can be a valuable method for corporations to share the cost of certain assets while reaping the benefits of that asset. These arrangements are typically governed by complicated contracts, which require the advice of an attorney well-versed in business, tax and contract law.

Working with a lawyer on asset-sharing arrangements is necessary to ensure that the agreement is properly drafted to protect all parties to the transactions. An experienced mergers and acquisitions lawyer will work with a business to write the asset-sharing agreement in a way that achieves the goal of providing each party with a competitive advantage.

Formation and Operation of Strategic Alliances

Whenever two companies wish to work together to share access to their technology, trademarks, and other assets, they may form a strategic alliance to accomplish these goals. Strategic alliances are typically governed by complex contractual agreements and require the assistance of an experienced mergers and acquisition attorney to draft the contract and advise the companies on the performance of the agreement.

Strategic alliances can take place in any number of industries, requiring an attorney with a broad range of experience across multiple areas of law. Working with a mergers and acquisitions attorneys will ensure that the strategic alliance contract is structured in a way that protects a business and ensures the success of the alliance.

Asset Sale Transactions

An asset sale involves the purchase of individual assets, rather than the purchase of the stock or ownership shares of a corporation. The seller retains possession of the company itself, while the purchaser buys different company assets, which could include trade secrets, equipment, property, inventory or other types of assets. These transactions can be incredibly complex, requiring consideration of tax implications and potential liabilities when negotiating the sale.

An experienced mergers and acquisition attorney can work with clients on asset sale transactions to provide advice on how to best structure the deal to avoid tax liabilities or potential lawsuits. A lawyer can also ensure that certain assets are effectively transferred, such as intellectual property, contracts or leases. Obtaining expert legal advice on asset sale transactions is critical to a successful sale or purchase.

Management/Negotiation of Corporate Mergers and Acquisitions

The negotiation and management of corporate mergers and acquisitions requires coordination of legal practitioners and business experts to provide due diligence, structuring and other advice on these transactions. Whenever a company purchases or merges with another company, lawyers can provide assistance on appropriate financing for the merger or acquisition and provide advice and performing drafting contracts related to the transaction.

A mergers and acquisitions attorney may represent clients on either the buyer and seller side of an acquisition. Clients may include public companies, subsidiary corporations, and other entities. Seeking the advice of a lawyer is necessary to make sure that all transactions comply with federal securities law and other federal, state and local laws. This includes compliance with the corporation’s internal governance. Getting expert legal advice on these transactions will ultimately lead to a successful merger or acquisition.

Benefits of Our Mergers & Acquisition Legal Services

For any business considering a merger or acquisition, legal representation is critical to making sure that the transaction complies with all applicable laws and is structured in the most advantageous manner. KPPB LAW has extensive experience handling all types of mergers and acquisitions, and can guide and advise clients through the process. The expert mergers and acquisition legal services offered by our lawyers will help to assure the best possible result for our clients.

Contact KPPB LAW Today

Our attorneys are ready to support all clients who require legal advice for a merger or acquisition. Contact KPPB LAW today to discuss your business’ needs regarding mergers and acquisitions.

Mergers & Acquisitions