Fluid Business Transactions

Acquisitions, Sales, Mergers

The attorneys at David A. Sears are experienced with the laws involving acquisitions, sales and the mergers of businesses. We are able to help reduce your financial risks and expedite the process of acquiring existing businesses, building a new business, mergers, or the sale of a current business. Our team will focus on the solution that specifically meets your needs and provide you with personalized one on one service throughout the process.

Know The Difference

Acquisitions vs Mergers

With an acquisition, one business is responsible for the purchase of another company's assets or stock. In a merger situation, two companies are combined to form a new single business. The new combined company then issues new shares of stock in exchange for the shares of stock for the merged company.

In most cases the company purchasing the new assets is not liable for the debts of the company it is acquiring. There are some exceptions:

  • In exchange for a reduced price, the buyer sometimes agrees to assume debts and liabilities.
  • When two companies combine outside the law and without shareholder approval, the sale is actually a de facto merger.
  • A fraudulent sale can leave the seller with insufficient funds to pay creditors.
  • In a continuation situation, the buyer changes nothing.
  • Sometimes the parties fail to comply with state bulk sales laws, which require notification of the seller’s creditors by the buyer.
  • Approval of the seller’s stockholders, but not of the buyer’s stockholders, may be required.
  • We Handle The Following:

  • Acquisitions and divestitures of stock

  • Buy-outs of assets or debts

  • Choice of entity

  • Confidentiality issues

  • Corporate formalities

  • Drafting and negotiating agreements

  • Friendly and hostile takeovers

  • Joint ventures

  • Non-competition issues

  • Non-disclosure issues
  • Leveraged buyouts

  • Reorganization, re-incorporation and restructuring

  • Reverse mergers

  • Spin-offs and roll-ups

  • Stock and asset transfers

  • Stockholder rights plans

  • Stock swaps

  • Tax-free organizations

  • Tender and exchange offers