Find Lawyers in Tysons, Virginia 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.

Richard Hall, Partner
Mark I. Greene, Partner Cravath, Swaine & Moore
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