Find Lawyers in Louisville, Kentucky for Mergers and Acquisitions Law
Brian A. Cromer has over 25 years of experience providing pragmatic advice to clients in the corporate practice and business matters, and he loves the challenge and satisfaction that come from helping clients achieve their business objectives. He has represented some of the largest companies in the U.S. and in the international arena in corporate transactions and legal disputes, including mergers and acquisitions, corporate finance transactions, venture capital and private equity investments ...
Jim Seiffert is a Member of the firm based in its Louisville office, where he is a member of the Business & Corporate Services and Tax Service Groups. He has been with Stites & Harbison since 1986 and his practice focuses on venture capital financing, closely held business, taxation, mergers and acquisitions and general business law. More Than Stites & Harbison A widely respected authority on business entities, Mr. Seiffert was co-chair of the 1994, 1996, 1998 and 2000 Kentucky Li...
Mergers and Acquisitions Law Definition
Mergers and Acquisitions in the United States are governed by a dual regulatory regime, consisting of state corporation laws (e.g., the Delaware General Corporation Law) and the Federal securities laws (primarily, the Securities Act of 1933 and the Securities Exchange Act of 1934). 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 deals,” which is the purchase of a business through the purchase of the owner, or an interest in the owner, of the business; and (3) “asset deals,” which is the purchase of a business through the purchase of 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. We work with our clients to evaluate the strategy and tactical advantage of a friendly versus hostile transaction. M&A lawyers represent their clients in negotiations on the structure of the deal, perform due diligence and assist with the terms of the contract. M&A lawyers’ responsibilities extend beyond merely negotiating the terms of the agreements, but to the entire process by which Board decisions are made. This includes board and management counseling throughout the process on legal obligations, evolving corporate governance standards, and shareholder relations.
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