Our role is to provide practical and proven legal advice regarding the strategy and structure of a possible deal, quarterback the negotiation and drafting of key documents and contracts, assist with due diligence, and advise on the risks arising out of the proposed transaction.
We strategize with each of our clients on the best deal structure for purchasing, selling or divesting of the assets, subsidiary or whole business, the risk and alternatives for managing it, and the tax consequence arising out of the transaction.
We work to understand our clients’ core values, long-term vision and plans in helping to develop a strategy for selling or purchasing ownership of business assets. Our goal is to work with our clients and their accountants and tax advisers to determine the most advantageous deal structure, taking into account tax, regulatory, personnel, control, intellectual property and other legal considerations.
Once the strategy and structure are in place, we assign an experienced attorney with M&A experience to assist the client in negotiating and drafting all key contracts, from the initial or non-disclosure (NDA) agreement to the term sheet or letter of intent to the definitive merger, stock purchase or asset purchase agreement.
Gregory Doyle assists sellers and buyers in anticipating and preparing for the burdens of due diligence, which can be quite an adjustment for long-time private and family-owned companies.
An important M&A concern is allocating responsibility for employment, environmental, product liability, state and federal taxes, regulatory issues and other claims based upon events that occurred prior to the closing of a deal and afterwards.
Managing and allocating these post-closing risks are particularly vital when the sellers are retiring and desire to avoid years of potential or contingent liabilities or the buyer has a specific concern regarding the assets being purchased.