THE M&A LAWYER BLOG Accessible Mergers and Acquisitions Law
The M&A Lawyer Blog
This blog is dedicated to discussion of U.S. mergers and acquisitions (M&A) transactions, primarily from a legal perspective. It is published by Erik A. Lopez, Sr. Erik is a New York M&A lawyer currently practicing with Jasso Lopez PLLC, a boutique corporate law firm headquartered in Dallas and serving a global client-base.
I’m buying a company. How do I know exactly what I’m getting?
Unfortunately, an acquisition is like a box of chocolates: you never know what you’re gonna get. Even if it’s an asset purchase, rather than a merger or stock sale, when you’re buying a company, there’s risk that you’ll be assuming unknown liabilities. For example,
What you need to know about M&A letters of intent
Preliminary outlines of proposed M&A deals—whether called letters of intent (LOIs), term sheets or memoranda of understanding (MOUs)—allow parties to sketch out fundamental terms quickly before expending substantial resources on negotiating definitive agreements, finalizing due diligence, pursuing third-party approvals and other matters. M&A letters of intent
Documents you need to buy or sell a business
The documents you need to buy or sell a business depend on the structure (discussed here) and complexity of the deal as well as its specific terms. However, in virtually all cases, there will be a principal agreement governing the transaction.
What you need to know about M&A confidentiality agreements
Most M&A transactions are material to the parties involved, and public disclosure that a deal is in the offing can have profound effects on a company’s operations, ranging from employee attrition to loss of confidence by commercial counterparties. Of course, for public
Will you elaborate on the use of earnouts in M&A deals?
This is a follow-up to an earlier post on earnouts in M&A deals. I’ve embedded below a detailed presentation on earnouts I prepared last year. It is intended to serve as a stand-alone document that does not require any verbal commentary. Topics
Introduction to M&A Earnouts
M&A earnouts can help you get deals done . . . but not without risk. An earnout is a deal financing mechanism where the buyer agrees to make future payments to the seller if certain agreed-upon financial or operating targets are reached after
What are the main features of public company M&A?
A few years ago, I gave a training webinar on public company M&A with my close friend Roger W. Bivans, a Partner with Baker & McKenzie in Dallas. This offers a fairly comprehensive treatment of the subject. However, it hasn’t been updated to
M&A Fiduciary Duties: Maximizing Shareholder Value
You owe minority investors or other shareholders special fiduciary duties when you sell your company. As I discussed in a prior post, directors, officers and others who control companies (let’s call them “control persons”), owe certain baseline fiduciary duties to shareholders.
Fiduciary Duties: Minority Shareholder Rights
Officers, directors, managers, controlling stockholders and other control persons of corporations and other entities frequently have responsibilities to minority owners set forth in their companies’ organizational documents (charters, bylaws, operating agreements, etc.). For example, a control person may be required to
Introduction to M&A Transaction Structure
The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations.* A thorough examination of the subject could fill a book. That said, below is a brief overview of the most common transaction structures—stock purchase, asset purchase,
Private M&A Transaction Process
In this first part of a two-part series on the subject, I will discuss the typical private M&A transaction process. (Private M&A refers to a transaction where the shares of the target company are not traded on a securities exchange.) In the second
Who are the key M&A deal participants, and what do they do?
Like snowflakes, every M&A deal is unique. Many deals can be closed with a buyer, a seller and just one lawyer. At the other extreme, consummating a large, multi-jurisdictional, public merger may involve dozens of parties, from multidisciplinary groups of parties’ own internal