Find Lawyers in Houston, Texas 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.
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Andrew Calder is a partner in the Houston and Austin offices of Kirkland & Ellis LLP where he also serves as a member of the Firm’s Executive Committee. His practice focuses on mergers and acquisitions, corporate and securities law, and corporate governance, with a particular focus on the energy sector. Andrew is recognized in Chambers Global, Chambers USA, America's Leading Lawyers for Business for Energy: Oil & Gas (Transactional) 2015–2022, Corporate/M&A 2016–...
Adam Larson is a partner in the Houston and Austin offices of Kirkland & Ellis LLP. Adam’s primary practice areas include mergers and acquisitions, private equity, and capital markets. He has counseled private equity investors, their portfolio companies, and other public and private companies in connection with mergers, acquisitions, dispositions, joint ventures and offerings of equity and debt securities. Adam also advises clients in connection with the negotiation of partnership a...
Gary Miller’s practice includes extensive experience in mergers and acquisitions, capital formation, contract negotiation/documentation, lending, factoring and day-to-day representation of corporations and other business entities. He frequently participates in the organization and financing of business entities, as well as the negotiation and documentation of complex transactions. Special components of Gary’s practice include the representation of United Kingdom-based companies in...
Brittany Sakowitz is a corporate partner in the Houston and Austin offices of Kirkland & Ellis LLP, concentrating her practice on mergers and acquisitions and private equity. Brittany advises private equity and venture capital investors, their portfolio companies, and other public and private companies across a broad range of industries, including infrastructure, energy and energy-related services, renewables, technology and digital infrastructure. She primarily counsels clients on public...
Anthony Speier is a corporate partner in the Houston and Austin offices of Kirkland & Ellis LLP. His practice focuses on acquisitions, divestitures and formation of joint ventures involving assets across the energy value chain. Anthony has represented clients in connection with the purchase and sale of a broad range of energy assets, including metals critical to commercial battery production and the EV market, upstream and midstream oil and gas assets and companies, refineries, LNG facili...
Sean T. Wheeler is a corporate partner who represents public and private companies, including private equity firms, in their most complex transactions. Sean’s experience spans the entire range of M&A activity, including strategic mergers, joint ventures, take-privates and cross-border transactions. He also has an active securities law practice, having led more than 40 IPOs and numerous debt and follow-on equity offerings. He has counseled clients across numerous industries, includin...
Drew Erickson’s practice is focused on all aspects of business law. His practice includes general corporate transactions, contract drafting, entity choice and formation, mergers and acquisitions, and asset protection. His experience includes: Entity selection, formation, governance Employment/independent contract agreements, construction documents, building & equipment leases, master services agreements, and intellectual property protection Develop strategies for corporate reorganiz...
Adam Garmezy is a corporate partner in the Houston and Austin offices of Kirkland & Ellis LLP. His practice focuses on strategic and financial transactions for public and private companies and private equity sponsors, including mergers, acquisitions and dispositions, private equity transactions, sales processes, venture capital investments, capital raises, carve-out divestitures, SPAC transactions and joint ventures, as well as corporate restructurings and workouts. He has extensive exper...
Lindsey Jaquillard is a corporate partner in the Houston office of Kirkland & Ellis LLP. Her practice focuses on mergers, acquisitions, divestitures and joint venture formation involving energy assets and companies across the energy value chain, with an emphasis on domestic energy transactions in the upstream and midstream sectors. Lindsey's transactional experience includes advising clients in connection with the purchase and sale of a broad range of energy assets, complex joint developm...
Jack Najarian is a level-headed problem solver with experience serving businesses the size of Fortune 500 companies to small businesses. He focuses on serving the needs of businesses and entrepreneurs and is known for caring about achieving long term success for his clients. His diverse practice background in business and real estate and his pragmatic approach makes him an ideal trusted advisor for any transaction.
Zach Savrick is a corporate partner in the Houston office of Kirkland & Ellis LLP. His practice focuses on strategic and financial transactions for private equity sponsors and private and public companies, including mergers, acquisitions and dispositions, joint ventures, private equity transactions and capital raises.
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