Through mergers and acquisitions, businesses elect to buy, rather than build, new “add-ons” to their core operations. They are motivated by several goals:
- Extend, or protect, their existing lines of business.
- Secure competitive advantages.
- Improve their technology or platforms
- Hire innovative teams to change culture and lead the company into a new opportunity.
Both parties to M&A deals need to be aware of the strategic benefits (and weaknesses) of the proposed deal, and its fit within the buyer’s business model. Sellers may have different motivations:
- Founders could choose a sale as the only viable competitive solution due to changes in the marketplace or because efforts to expand the business into new products or new territory would be too costly or risky.
- Founders might exit because they see no meaningful succession.
- Private equity investors could grow impatient with delays where the exit has not occurred after seven years.
Both buyers and sellers rely upon lawyers for the insight and homework necessary for the courtship process, the evaluation process and in structuring, negotiating and documenting the deal. For sellers, we provide “readiness assessment” and “pre-sale housekeeping” to identify and resolve potential gaps in ownership rights and the approval processes for getting to closing. We have experience in representing both sides, particularly sellers.
We provide legal advice to clients on structuring, drafting, and negotiating financing agreements through the completion of the transaction. We explore with our clients the potential impact, opportunities and strategies in case of a change of control for themselves, their supply chain and their value chain. During this process, we work closely with clients to understand their business and investment objectives across organizational, financial and operational perspectives.