Lawyer For Business Acquisition – Roles And Responsibilities
Mergers and acquisitions are business transaction types that involve a company purchasing another company’s shares to gain control over it. So, the process includes a complete transfer of a company’s ownership, units, assets, etc., to the other company. Partial or complete control over assets requires legal documentation, contracts, and agreements between both parties.
The company must also know the facets of handling an acquired business. It is where a lawyer for business acquisition comes in handy because the individual has expertise in dealing with such situations.
What is a Business Acquisition Lawyer?
Many things can go wrong during business negotiations when two companies merge or one takes over the other. A business acquisition lawyer handles all negotiations and paperwork when a company is acquiring, merging with another, or getting dissolved.
The lawyer assists companies in appropriate financing for mergers, acquisitions, and similar deals. The attorney also advises concerning the negotiation, drafting, and fulfillment of contracts for the sale of a few or all portions of the business.
What Does a Business Acquisition Lawyer Do?
Medium and large-sized companies undertake the vast majority of acquisitions. The firms seek help from business acquisition lawyers to buy and sell public companies without legal consequences. The lawyers help with such complex deals that involve cash or stock considerations.
So, here is what a lawyer for business acquisition does by collaborating with the company.
- Identify significant business objectives.
- Analyze and explain legal issues depending on the sale and purchase factors.
- Create a roadmap for acquisition and timeframe of the business transactions.
- Advise on negotiation tactics and business deals.
- Conduct due diligence on the business acquisition targets.
- Determine and inform the company about the tax implications of acquiring companies and advise on the next steps.
- Assess any regulatory obstacle and gain and analyze business approvals.
- Work with a local legal counsel for dealing with international clients.
- Review business, employment, debt instruments, outsourcing, and preferred stock contracts.
- Help the company obtain third-party consent from lenders, investors, stakeholders, etc.
- Negotiate agreements or contracts between parties and announce them publicly.
Reasons to Hire a Business Acquisition Lawyer
Business acquisitions can be complicated, and companies may find it tough to understand the laws and regulations related to the deals and transactions. So, companies must hire a business acquisition lawyer to help them with significant legal proceedings.
Here is a breakdown of the reasons to hire a lawyer for business acquisition.
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Knowledge of Legal Aspects
Business acquisition lawyers understand the contract terms to negotiate and the laws that must get followed. The attorney’s experience speeds up the process of business transactions and makes deals end smoothly.
The lawyer is also accustomed to the merger and acquisition law changes and the related regulations. They further know the latest legal terminologies and how to use them in documentation processes.
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Negotiation Experience
A contract form is a part of the negotiation process between two companies. A business acquisition lawyer ensures to speed up the negotiations between parties by analyzing where to start first, what information to collect from each party, and putting forth options for both sides to negotiate the deal.
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Valuable Contacts
A business acquisition lawyer has contacts with people who are well-versed in the merger and acquisition processes and other business deals. From business development experts to accountants and financial officers – the attorney can recommend experienced professionals to ensure the best business transactions between companies.
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Documentation
Companies must have all documents in order when negotiating deals or business transactions for mergers and acquisitions. A lawyer for business acquisition can help prepare and draft all documents, such as confidentiality agreements, non-disclosure agreements, consulting agreements, employment contracts, purchase or sale agreements, and vendor contracts.
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Contract Review
Business acquisition lawyers can review contracts and offer a professional opinion regarding any required revisions. The lawyers know what to look for to ensure all parties get protection and security during business deals and transactions.
A lawyer for business acquisition can identify problems that may arise in the documents and revise them to prepare the final draft to be signed by the involved parties.
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Litigation Assistance
A company must have a legal representative if litigation becomes mandatory at the contract’s end or if something goes wrong in a business deal or transaction. So, a legally trained and experienced business acquisition lawyer is the best resort to handle complicated litigation issues between parties. An experienced attorney knows how to handle aspects related to trial preparation and research, interrogatories, etc., related to mergers and acquisitions.
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Prevent Lawsuits
Hiring a business acquisition lawyer can reduce the risk of companies' exposure to lawsuits. The lawyer can help the clients in legal order for federal and state employment laws. It results in the company remaining proactive regarding ways to prevent lawsuits and other legal complications.
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Leases and Agreements
To start a business, a new venture needs a reliable location, like a commercial building or warehouse. A business acquisition lawyer can help companies review all fine print contracts, agreements, and terms before they purchase or lease space for new business ventures.
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Key Terms
Here is a list of the key terms related to business acquisition laws and regulations.
- Accretion : It refers to an improvement in per-share metrics in post-transaction phases.
- Acquirer: It is the purchaser company that buys another company in an acquisition.
- Amalgamation: It refers to the joining of two or more companies into a new entity.
- Asset Deal: The deal happens when the acquirer purchases only the assets of another company, excluding its shares.
- Backward Integration: It happens when a company acquires a target that produces raw materials or ancillaries for the acquirer’s usage.
- Conglomerate: It refers to a merger of companies with unrelated businesses.
- Goodwill: It refers to the excess purchase price above the target company’s net identifiable assets after the value adjustments.
- Dilution: It refers to the reduction in stock earnings that accompanies a merger when more securities get issued and converted into common stocks.
- Divestiture: It is also called ‘spin-off’ and refers to the sale of a business segment, production, or division line.
- Due Diligence: It is the process by which one party investigates the other party’s assets, liabilities, financial conditions, etc.
- Hostile Takeover: It happens when the target company opposes the buyer’s attempt to purchase it.
- Leveraged Buyout: It happens when the company management acquires the target company instead of an outside buyer.
- Raider: It is an acquiring company that seeks entities with undervalued assets.
- White Knight: A white knight is a friendly buyer that the target company prefers over a hostile bidder.
- Shark Repellent: It refers to the target company’s actions that make it less attractive to hostile buyers.
Conclusion
Business acquisitions happen when one company purchases another company or merges with it to become a single venture. Acquisitions help business organizations increase their market shares and scale. However, all acquisitions must happen strategically because companies seek help from a business acquisition lawyer. The attorney has relevant knowledge of business transactions, deals, agreements, contracts, terms, etc., that can help in striking a deal smoothly.
If you are looking for a lawyer for business acquisition to start your upcoming venture, visit ContractsCounsel now. Post a project and list your requirements to hire a professional lawyer who suits your business requirements.
