Selling, purchasing, merging a business or an asset – these are major decisions with major consequences. Our firm helps structure deals, arrange financing, negotiate agreements and manage risk. Our knowledge and experience has benefited clients in mergers, acquisitions and sales of various types. We advise clients as to their rights, obligations, and potential liabilities under each business agreement. We negotiate, draft, and review all agreements related to your business transactions. We will work with you and your team to provide the requisite and insightful counsel necessary to ensure that your interests are fully protected and that the transaction meets your business objectives. Our attorneys represent acquiring companies, target companies, lenders, and investors in the complex commercial transactions such as mergers and acquisitions. We regularly represent small, medium, and large enterprises and provide critical legal and practical advice to keep the transaction moving forward while aggressively protecting the interests of our clients.
Specific matters include:
- Mergers, both negotiated and contested
- Asset sales and purchases
- Stock sales and purchases
- Tender and exchange offers
- Leveraged buyouts
- Joint ventures
- Proxy contests
- Anti-takeover strategies
- The formation, expansion through acquisitions and joint ventures, and divestiture of franchise system;
- Guidance on marketing and distribution agreements;
- Franchise sales law compliance, including franchise registration and state and federal disclosure requirements and monitoring of legislative and judicial developments; and
- Enforcement of franchisee contract requirements, including maintenance of quality standards, reporting duties, and restrictive covenants.
We also assist with:
- Obtaining and analyzing comparative financial and qualitative data from the franchisor’s competitors;
- Making sense of and analyzing the mandatory disclosures contained in the FDD, including litigation disclosures;
- Developing questions to ask the franchisor’s representatives and current and former franchisees during the due diligence process; and
- Identifying troubling provisions in the franchise agreement and spotting omissions that limit franchisees’ rights, and then proposing and negotiating changes to the franchise agreement.