What is the Role of an Attorney in an M&A Transaction?

 

The journey from a startup to a global brand does not come easy. Hard work and dedication may bring your business to the point of a merger or acquisition, but the work doesn’t end there. Navigating the complexities of a deal requires the attention and expertise of experienced attorneys, like us.

M&A attorneys play an integral role in this transition, drafting and negotiating legal documents, and ensuring the entire process goes smoothly. The team at White Summers handles the pressures of these deals with pride, knowing our clients will come out on the other end ready to make a continued impact on their industry.

  • The role of an M&A attorney encompasses a wide range of responsibilities, including but not limited to:

  • Performing legal due diligence

  • Drafting legal documents, including the purchase/merger agreement and ancillary documents

  • Navigating compliance and regulatory requirements

  • Negotiating the final agreements, including troubleshooting sticky deal points, and advising thereafter

Performing Legal Due Diligence

Due diligence is comparable to the final walkthrough before you sign off on the purchase of a home and get the keys in hand. Your attorney will need to investigate every aspect of the other business to ensure the legal components are buttoned up. This includes whether assets are as claimed, the value of the business is accurately portrayed, intellectual property is appropriately established and maintained, and other thorough and necessary reviews.

The due diligence process must not be taken for granted. Ultimately, what is discovered in this step could impact the costs associated with the deal or put an end to the deal entirely. You don’t want to be buying or merging with a lawsuit waiting to happen, so your attorneys will work to protect you from issues like this.

Internal due diligence is also necessary. Your attorney should thoroughly review your own business’ incorporation, assets, and legal documents to prepare for the deal.

Drafting Legal Documents

M&A deals require extensive document drafting and reviewing. Your attorney(s) will meet frequently with the other side’s attorneys to make sure all negotiated deal points are reflected in the latest and final documents.

A handful of documents are present in most M&A deals, starting with the Letter of Intent, establishing the general framework of the deal, and followed by the core deal documents, which include the purchase/merger agreement, corporate consents, various certificates, employment agreements, intellectual property agreements, and others. Often the parties will also establish an exclusivity period to ensure good-faith negotiations without the risk of a third-party stepping in.

Attorneys work long hours to make sure the documents account for every negotiated detail, along with regulatory requirements. The drafting phase also requires extensive communication between the attorneys, clients, and the other side’s attorneys.

Navigating Compliance and Regulatory Requirements

A lack of regulatory compliance in your deal will ensure its failure. Your attorneys should have experience in a wide range of states, countries, and territories, as may be applicable to your deal. In addition, your attorneys may bring in the expertise of other attorneys to help navigate complex regulatory or other issues that arise before closing.

Negotiating the Final Agreement and Advising Thereafter

Once the deal’s key terms have been agreed upon, and due diligence has been completed, your attorneys will work to push the deal across the finish line. All documents will undergo several iterations and, when final, the appropriate signatures will be collected. Closing may also involve certain regulatory requirements, including state, federal, and/or securities filings.

At White Summers, we take founders from local to global. Our experience with mergers and acquisitions in the U.S. and around the world positions us to provide all your M&A needs. Contact us to lead your next deal.

 
Samantha Gee