Mergers & Acquisitions

The Apex Law Group loves to see our clients achieve their goals! Often that goal is taking it to “the next level” by buying, selling, or merging a business or nonprofit. We understand that merger and acquisitions (M&A) transactions are big lifts and take a team to make it happen. 

Merger and acquisition transactions are more than just legal; they are strategic decisions. We work closely with you and your team to develop a clear understanding of goals, risks, and strategies to achieve your desired outcomes. Knowing what to ask for and when to ask for it can ensure the deal is structured and executed to your advantage. 

Letters of Intent (LOI) or Memorandum of Understanding (MOU)

LOI’s and MOU’s set the stage for your deal. High level terms, timelines, and expectations are outlined in these documents. It is your chance to negotiate early for terms that are important to you! LOI’s and MOU’s are a time to establish the large terms and outline the deal.

Asset or Equity Sale

In a M&A deal, entities have two things to sell – the assets or the equity. Depending on your position in the deal, an asset or equity structure may be more favorable. Asset sales let the new buyer leave liabilities with the seller. While equity deals allow the business as an entirety (all assets and liabilities) to be sold. Before you agree to one structure, consult with your advisors on what may be best for you.  

Purchase and Sale Agreements

Once the high-level deal terms are established and agreed upon, it is time for the attorneys to draft the purchase and sale agreement. The purchase and sale agreement outlines the order for the sale, what is actually being sold, and post-closing tasks. The purchase and sale agreement is where we focus on the pebbles (deal details) instead of the mountain (high level terms). 

Due Diligence

No company is 100% perfect, there will be i’s not dotted, t’s not crossed and that’s ok. But you need to know about those i’s and t’s before you move forward with the deal. Due diligence is a time to disclose, evaluate, and renegotiate to ensure that the original agreement terms still match the reality discovered in due diligence. Some disclosures will be risks you are comfortable with, other disclosures will make you want to stop the deal in its tracks. As a buyer, you don’t know until you ask. Working with counsel will help you with what is disclosed and evaluating the risks, and drafting to mitigate the discovered risks.

Post Closing

Our commitment to you extends beyond the closing. We provide ongoing support to facilitate seamless integration, address any post-closing issues, and ensure compliance with agreements. It is rare that parties close and walk away, Apex is here to stand with you through the final post-closing transition. 

If you would like to engage with the Apex for any of the above services, or have a legal issue that we may be able to assist you with, please reach out to us using the contact link at the top of the page, or email us at: contact@apexlg.com

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