Find Lawyers in Raleigh, North Carolina for Mergers and Acquisitions Law
Practice Area Overview
A merger or large acquisition is a significant event in the life of a company and its numerous constituencies. It can affect everyone from shareholders, directors and managers to employees, customers and communities.
Mergers and acquisitions lawyers play critical roles in how M&As are evaluated, structured and implemented. Also called business acquisition lawyers and acquisition attorneys, these legal professionals provide useful guidance throughout this complex process.
- M&As 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:
- A merger, which is the legal combination of two separate entities under state law.
- “Stock deals,” which are the purchase of a business through the purchase of the owner or an interest in the owner of the business.
- “Asset deals,” which are the purchase of a business through the purchase of assets. Transactions can involve public or private companies. They 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. This 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 law firms represent their clients in negotiations on the structure of the deal, perform due diligence and assist with the terms of the contract. An M&A attorney has responsibilities that extend beyond merely negotiating the terms of the agreements. They play a key role across 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.
Understanding Mergers and Acquisitions
The mergers and acquisitions M&A practice area relates to two distinct processes that ultimately produce similar results. Namely, the consolidation of two organizations into a single entity.
Mergers refer to the coming together of two previously separate organizations. These combined companies establish a single business name and legal entity that represents their new structure.
Acquisitions involve one business purchasing another. The purchased business may eventually cease to exist as a distinct entity. It is absorbed by the organization that acquired it.
A hostile takeover is an example of an acquisition. However, acquisitions are not always adversarial.
There are a number of reasons why M&As occur. Businesses may want to gain access to innovative technology or intellectual property, among many other objectives.
Acquisitions are more common than mergers. However, the term merger is often used to refer to both processes in casual settings. Acquisitions are sometimes thought of as an aggressive or negative process.
Regardless of which definition applies to your company’s situation, an M&A lawyer can share their knowledge and provide support throughout the process.
The Potential Complexity of Mergers and Acquisitions
M&As involve due diligence, contract preparation and many other often complex processes. Negotiation can also require a significant investment of time and effort.
For very large businesses, the agreement may need to be reviewed by state or federal agencies. On the federal level, the Federal Trade Commission and the Department of Justice regulate this activity.
Similarly, international M&As can add additional layers of complexity to the process.
M&As are not common events for many business owners or decision-makers. However, these activities have very important stakes. They often involve significant financial transactions and substantially change the companies involved.
The best M&A law firms provide guidance throughout this complex workflow. They can offer support and guidance, from reviewing the initial letter of intent to assisting with the post-closing process.
Mark I. Greene, Partner Cravath, Swaine & Moore
Corporate Law & Commercial Litigation Legal Guide 2023View Legal Guide
Tony Barwick regularly assists clients in successfully structuring, negotiating and completing a wide variety of complex transactional matters. His experience includes advising financial institutions and corporate clients in multiple industries related to their financings, joint ventures and complex real estate acquisitions and dispositions. He works with clients to structure, negotiate and close complex commercial transactions including representing clients through strategic asset acquisitio...
Mr. Erwin focuses his practice on mergers and acquisitions, biotechnology and health care. Mr. Erwin's clients include both foreign and domestic businesses in the industrial and service sectors, as well as technology companies and health care providers. He regularly serves as counsel and legal advisor to corporations, other businesses and health care providers on a variety of issues, including: Stock and asset purchases and sales, mergers, acquisitions and similar transactions, Strategic join...
William B. Gwyn, Jr., is a member of the firm’s corporate practice. Bill has over thirty years of experience counseling and serving clients in corporate law, mergers and acquisitions, corporate finance, private equity, international transactions, joint ventures, licensing and commercial transactions. His industry experience includes software, biotechnology, communications, electronics, financial institutions, agribusiness, distribution and manufacturing, among others. He has represented...
Patrick Johnson is a business and transaction lawyer. For more than twenty years, including eight years with large New York and international law firms, he has counseled clients on M&A, securities, financing and commercial matters. Patrick has extensive experience representing clients in the sale or purchase of a business. He negotiates and advises on deal terms, representations and warranties, covenants, indemnification and survival provisions, exclusivity arrangements, and other key ter...
Kevin Prakke focuses his practice on the areas of corporate law, corporate finance and securities law. He has 20+ years of experience representing corporations, entrepreneurs and investors in a broad range of transactions, including business organizations, venture capital financings, private placements and public offerings of both debt and equity securities, mergers and acquisitions, contract drafting and negotiation, corporate governance, securities regulatory compliance, and private equity ...
A seasoned litigator and counselor, Mark represents businesses and trade associations, with particular expertise in media and communications law. For some clients, he provides specialized regulatory, legislative, corporate, or litigation work. For others, he serves an outside general counsel role. Throughout his career, Mark has developed a capacity for solving complex problems that have stymied others. Mark’s principal clients are media and communications enterprises, such as digital m...
Elizabeth Spainhour represents media, communications, and technology companies in a variety of regulatory and business matters. She also provides counsel to businesses on key issues involving privacy, digital marketing, and the rapidly changing digital environment. Elizabeth is a Board Certified Specialist in Privacy and Information Security Law from the North Carolina Board of Legal Specialization. Media With a focus on companies in the media and technology industries, Elizabeth provides com...
A partner at Manning, Fulton & Skinner, P.A., Ritchie W. Taylor focuses his practice on corporate law, with a particular emphasis on franchising. From the firm's offices in Raleigh, North Carolina, he represents companies and individuals throughout the area, including Chapel Hill, Durham, Greensboro, Winston-Salem, Asheville, Charlotte, Wilmington, and other parts of the state. In his practice, Mr. Taylor provides advice and counsel on mergers and acquisitions, joint ventures, debt and eq...
Mr. Womble is a partner in the Raleigh office and focuses his practice on business, tax and transactional matters including debt and equity finance, joint ventures, mergers and acquisitions, and acting as primary outside counsel. Many of these matters have an inbound or outbound international component. He has significant experience with the organization, capitalization and operation of foreign branches and subsidiaries of United States based companies, exempt organizations, and public and pr...
Melissa is a corporate transactional lawyer, representing clients in general business and transactional matters of all types, including mergers, acquisitions, divestitures, lending transactions, and financing transactions. She also assists start-up businesses with entity formation, including articles of organization, financing concerns, and liability issues. Melissa also uses her background in the mortgage industry to represent both buyers and sellers of commercial real estate in every aspect...
Haniya Mir is a transactional lawyer, representing businesses of all sizes on a wide range of corporate matters, including securities law, mergers and acquisitions, corporate governance and equity and debt financing. She advises clients on public and private securities offerings. She also counsels public companies on securities law reporting requirements under the Securities Exchange Act of 1934, as well as compliance with the listing requirements of the major U.S. exchanges. Haniya also repr...
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