How Can A Florida Mergers & Acquisitions Attorney Help Me?
A merger can be a major event in the life of a business and its owner. Depending on what side one is on, a merger can be an exit strategy, or it can be a means to expand the reach of the company you have built. It may be tempting to try and navigate a merger on your own, but even if you have a smaller company, it is crucial to have an experienced attorney on hand to guide you through the merger process. There are too many variables for a layperson to navigate in most situations.
Details Matter
Legally a merger is defined when two corporate entities become one, and this is accomplished by one of two means in Florida. The first is called an asset purchase, in which one company purchases all of another’s tangible assets, incorporating them into its already-existing structure. The second is a stock purchase, where the stock is purchased but not the physical assets (office space, furniture, and the like). Both can be complex and time-consuming, but depending on your situation, either method may serve you well.
The major difference between the two in terms of how they are negotiated is that the stockholders must approve of a stock purchase in most cases. In theory, it is easy enough to obtain the stockholders’ approval, but it is also deceptively easy for small details to bog down the entire transaction. The ultimate goal of a stock purchase is to pay off the current stockholders for their shares, so that the seller will have a majority stake to sell to the buyer – but if some stockholders are not satisfied, an attorney can play a crucial role in talking them down.
Whose Debts Are Whose?
In addition to situations dealing with stockholders, a mergers & acquisitions attorney can be important in hashing out the actual terms of the contract. What many smaller businesses and their officers may be unaware of is that in a stock purchase, the buyer generally acquires not only the company, but also its debts and liabilities. There are rarer circumstances in which an asset purchase may include the debts of the seller – most often in situations where the buyer accepts the debts of the seller in exchange for a lower asking price – but in a stock purchase, this is much more ubiquitous.
A competent mergers & acquisitions attorney can also work with business valuation experts in order to give an appropriate value of the business to be sold or acquired. It is crucial to obtain the services of a professional business valuator in order to get an accurate sense of the worth of your company; there are many different accepted methods of valuation, and an attorney may be in a good position to properly analyze the data.
Contact A Seminole, FL Mergers & Acquisitions Attorney
A merger or acquisition is a formative time for a business and for their officers. If you have questions or concerns about an offer you have received or intend to make, a Florida mergers attorney from the Hunt Law Group may be able to help get them handled. Call our office at (727) 471-0444 to schedule a consultation.
