Mergers and Acquisitions
Mergers & Acquisitions/Sale or Purchase of Business
The acquisition or sale of a business is often one of the most important events in the life of an entrepreneur or business person. The attorneys at Jones & Haley help smooth the way for these dramatic transactions by providing experienced counsel to our clients and assuring that the proposed transaction meets our client's expectations.
Experience:
- We have represented hundreds of public as well as private companies in merger and acquisition transactions.
- We have represented buyers of businesses and sellers of businesses.
- Transactions have ranged in size from a few thousand to several hundred million dollars.
- We have represented clients in transactions that have been structured in the form of the most basic sale of assets or stock, to the most complex reverse triangular merger.
Brokers:
- We have specialized expertise in providing representation in transactions involving business brokers.
- We have acted as counsel to buyers of businesses, sellers of businesses, and brokers involved in such transactions.
Structured Approach:
- First, we meet with the client to discuss the proposed transaction and the goals of the client.
- We next perform a due diligence review and we examine the business to be acquired.
- We clean up any troublesome issues that might reduce the value of the client's business or which might be an impediment to closing the transaction.
- We work closely with the client to assure that the terms of the proposed transaction meet the client's expectations.
- We work with counsel for the opposing side to prepare the documentation necessary to protect our client's interests and to accomplish their goals.
- We prepare a successful and efficient closing.
Philosophy:
- We see our role as a facilitator of the transaction, not an as impediment to it.
- We want to help the client close the transaction in a way that protects the client's interest, and meets the client's financial goals.
Structure of Sample Transactions:
- Mergers
- Acquisition through sale of stock
- Acquisition through sale of assets
- Sale of business
- Purchase of business
- Corporate migrations - to change the state of incorporation
- Corporate reorganizations
- Acquisition of subsidiaries
- Recapitalizations
- Reverse mergers
- Corporate consolidations (three party mergers)
- Triangular mergers
- Reverse triangular merger
Representative Experience:
- Represented public telecommunication company in a spin-off of a subsidiary to its shareholders.
- Represented private company in the reorganization of its nursing home business.
- Represented Atlanta's largest residential mortgage company in its sale to a national bank (Stock sale).
- Represented owners of a private software company in the sale of their business to Microsoft (Stock sale).
- Represented public company in the acquisition of an oil and gas company (Stock sale).
- Represented private book publisher in the sale of its business to media conglomerate (Stock sale).
- Represented private personnel company in the sale of its business to a public company (Asset sale).
- Represented construction company in the sale of its business to a public electric utility (Stock sale).
- Represented public Israeli company in the acquisition of pharmaceutical testing company (Stock purchase).
