Mergers and Acquisitions

3d Diagram

A merger with or acquisition of another business entity is usually a very significant event in the life of a business enterprise.  All levels of a business are affected by a merger or the acquisition of another business from its shareholders, members, officers, directors, managers and not least of which, its employees, customers, and the community that it serves.  M&A lawyers play critical roles in how mergers and acquisitions are evaluated, structured, and implemented.

There are three primary types of M&A transactions:

  1. A merger, which is the legal combination of two separate entities under state law;
  2. “Stock or membership share deals,” which is the purchase of a business through the purchase of the business’ shares of stock or, in the case of a limited liability company, its membership shares; and
  3. “Asset deals,” which is the purchase of a business through the purchase of the business’ assets. Transactions can involve public or private companies, may be on a hostile or friendly basis and may entail acquisition of 100% ownership, a controlling interest, or a minority stake.

The legal environment for the public company merger and acquisition activity in the United States has changed dramatically over the last several years, and the process of change continues apace. M&A lawyers advise their clients to ensure the transaction is in compliance with federal and state laws. Mr. Tarshis endeavors to work with clients to evaluate the best strategy to accomplish the objective they seek in the most cost and time efficient manner.  His goal is always to represent clients in negotiations on the structure of the deal, perform due diligence and assist with the negotiation and drafting of the agreement that will memorialize the Merger or Acquisition.  M&A lawyers’ responsibilities extend beyond negotiating the terms of the agreements, but to the entire process by which the client’s decisions are made. This includes counsel shareholder and members as well as the board members and officers of the company throughout the process on legal obligations, evolving corporate governance standards, and shareholder relations.