Experts At Moving
M&A Transactions Forward

The attorneys at Walsh Banks Law have the knowledge and experience to guide your organization through the M&A process and help you complete the transaction as efficiently and quickly as possible.

Our M&A lawyers represent acquiring companies, target companies, lenders, and investors in the complex commercial transactions such as mergers and acquisitions.

We regularly represent small, medium, and large enterprises and provide critical legal and practical advice to keep the transaction moving forward while aggressively protecting the interests of our clients.

Our attorneys have the perfect blend of transaction and litigation skills and knowledge you company needs to move you complex commercial transaction forward to completion.

Our M&A support service covers every aspect of these complex transactions including dealing with compliance issues, securities law, finance issues, corporate structure issues, negotiating, drafting transaction documentation and facilitation the closing process. and anything else our clients need to successfully meet their business goals while limiting their legal liability risk.

The job of the M&A lawyer in a complex commercial transaction is to make sure the interests of the client are protected, to warn the client of possible dangers or risks of the transaction, and aggressively advance the interests of the client without scuttling the deal. Additionally, mergers and acquisitions attorneys will need to work with their counterparts representing other parties to satisfy regulators that the proposed transaction does not pose a risk to the marketplace.

While the obligations to the client never waver, each phase of the transaction requires different things from the M&A attorney depending on who the client is. There are often multiple threats to the successful completion of a deal. M&A lawyers must mitigate the risks of failure, resolve minor disputes quickly, and keep the pressure on everyone involved to keep the transaction moving forward.

Negotiation

While some people think of M&A attorneys as closers—only being brought in to help seal the deal—they are usually involved from the earliest days of a proposed merger or acquisition. Once a business has set its sights on a target its in-house legal team will retain an outside firm with M&A expertise to help advise on the potential transaction.

These outside M&A attorneys will help with the negotiations with the target company. Once a company realizes it is an acquisition target or potential merger partner, it will also retain its own M&A attorneys to help advise on the transaction and negotiate the details.

In many complex transactions there will also be a third side, the lenders or investors that will fund the merger or acquisition. This third group will also want M&A attorneys to help negotiate the structure and terms of any financing deal.

Compliance and Securities Issues

Usually the negotiation process of a merger or acquisition will be confidential and out of the public eye. But, once the basics of a deal have been reached and approved by the different boards of directors, the outlines of the deal will be made public.

During this phase, M&A lawyers will need to help get the approval of regulators that have veto authority over the deal and to resolve any securities law issues.

Companies are owned by their shareholders. When two different companies are fused together the investors in the target company must be properly compensated. Often these transactions are done with a combination of cash and stock. The M&A attorneys will need to make sure all of the stock transactions comply with state and federal law.

Sometimes a group of shareholders in one of the companies will try and fight the merger or acquisition and the M&A attorneys will have to work to resolve these shareholder revolts.

Often M&A attorneys are working on selling the transaction to regulators and shareholders in the respective companies at the same time.

Financing and Corporate Structure Issues

Simultaneously to trying to get the transaction approved by the shareholders and regulators, M&A attorneys will also be working to line up the needed financing and corporate structures for the deal to move forward.

Financing can be in the form of loans, new investment, or some combination of both. Banks and investors will want to make sure they get a solid return on their investment and may demand certain changes in the new corporate structure.

Sometimes tax considerations will make it desirable to create a new corporate entity and to wind down the two existing companies. M&A attorneys are responsible for making sure the transaction costs are kept to a minimum while also doing what is needed to secure financing and make sure the new fused organization is viable legally, financially, and from a business perspective.

M&A law requires attorneys to manage a lot of different moving parts while continuing to push the transaction forward as quickly as possible.

Drafting Closing Documents

Once the different stakeholders have been satisfied, all the disputes have been resolved, and regulators have given their approval the M&A attorneys will need to draft the closing documents that will make the transaction a legal and financial reality.

There will one master sales or merger agreement that will outline each party’s responsibilities and set the timeline for the closing process. However, there may be hundreds of different legal documents that need to be drafted and executed. These will include everything from debt assumption agreements with creditors to amended leases to consent decrees with regulators.

Because each side of the transaction has their own M&A attorneys, drafts of the agreements often are circulated and amended several times before a final set of documents is ready for authorized signatures.

Facilitating the Closing Process

The last phase of the M&A process is the closing process. Even after all of the documents are signed, there is a lot of work that can stretch out for months before two companies are turned into a single entity.

M&A lawyers monitor the closing process and make sure all of the different tasks are accomplished as set out in the final agreement. Often deadlines will be missed or new obstacles will come up.

The attorneys must creatively troubleshoot any issues to keep the transaction from going off the rails at the last minute and to make sure the new organization is as strong as possible. During this phase attorneys may be making sure the proper paperwork is completed and field with regulators, following up with lenders to make sure the financing is coming through, and dealing with any last minute legal actions from parties trying to stop the merger or acquisition at the last

Often attorneys are either transactional attorneys or litigation attorneys. Transaction attorneys deal with the negotiation, drafting, and execution of legal agreements and documents. Litigation attorneys focus on resolving disputes through the court system. M&A attorneys must be both transactional and litigation attorneys.

Often different parts of a merger or acquisition will end up the subject of contentious litigation. M&A lawyers need to be comfortable aggressively representing clients in a range of different settings.

M&A attorneys spend their days managing several different aspects of complex transactions while staying in constant communication with the client to makes sire they are on the same page because often things change quickly in the middle of the transaction.

Who Does an M&A Attorney Work With?

M&A attorneys work with a variety of different types of clients. They work with companies of all sizes and in all industries.

Often they work with either the target company or the acquiring company to try and make the merger or acquisition close as quickly and smoothly as possible. However, sometimes M&A attorneys are brought in to resist a potential transaction by shareholders or even the target company.

M&A attorneys also represent investors and lenders who are interested in funding a merger or acquisition. During an M&A transaction several different entities and stakeholders benefit from legal counsel:

• Acquiring company
• Target company
• Boards of directors
• Select committees
• Investment bankers
• Majority interest shareholders
• Minority interest shareholders
• Dissident shareholders
• Partnership interests
• Financial advisors

Because each group has its own interests, rights, and duties, each group needs its own set of independent merger and acquisition attorneys. In some instances the job of the attorneys is to try and make the transaction go as smoothly and quickly as possible. In other situations attorneys are brought in to use the legal system to derail a deal that is unfair or undesirable to a particular group.

The role M&A attorneys play in complex commercial transactions depends on the needs and interests of their clients. Many times lawyers are simply retained to ensure compliance and to protect against potential allegations of wrongdoing.

When Should You Bring On an M&A Attorney?

M&A attorneys have a unique skill set that most corporate legal departments do not have. The best way to ensure the success of a potential complex transaction is to bring on a team of M&A attorneys as soon as possible

Ideally, M&A attorneys will be involved in the planning and early negotiation stages of any merger or acquisition discussions. M&A attorneys can help reduce the costs of a transaction by warning of potential liabilities and through helping the organization plan ahead to deal with objections from shareholders or regulators.

M&A attorneys are facilitators that help all of the different sides of a transaction come together will also removing obstacles to the deal. The sooner you have M&A attorneys on your team the better your chances of ultimate success will be.

We have worked on all sides of these transactions, including representing the acquiring companies, the target companies, the investors and lenders call upon to finance the transactions; they know what needs to be done and how to get it done efficiently.

When you have a complex commercial transaction like a merger or an acquisition, you cannot afford to hire someone who is learning on the job. Walsh Banks has an experienced mergers and acquisitions legal team that is ready to guide from the due diligence process through sealing the deal.

We are often retained to help supplement the in-house counsel of a company undergoing a merger or an acquisition. In-house legal teams know that we have the legal knowledge and experience to make sure the transaction goes through as smoothly as possible.

No matter what side of an M&A transaction you are on, we have experience advising other clients in your same position.