A lawyer practices law and defends a person or company in court. They also prepare legal documents and advise about legal issues. An experienced Mergers & Acquisitions attorney will help you navigate the complicated process of acquiring another business. They can ensure that the terms you negotiate verbally are accurately reflected in formal contracts.
A Mergers & Acquisitions can create many issues that may take time to be apparent. A knowledgeable M&A lawyer Denver can help safeguard your interests and avoid legal problems that could arise in the future. Merger lawyers perform exhaustive due diligence on both sides of a Mergers & Acquisitions deal. This includes assessing existing contracts, compliance with regulatory standards, intellectual property, environmental concerns, employment-related matters, and tools like legal invoice software used by an organization for managing their legal expenditures. During the negotiation phase of a merger, attorney-client privilege can become an issue.
During any Mergers & Acquisitions transaction, numerous contracts will be drawn up. These contracts must be carefully drafted to protect the interests of all parties involved. A lawyer with Mergers & Acquisitions experience can help businesses avoid problems by properly drafting, reviewing, and negotiating stock or asset purchase agreements, non-disclosure agreements (NDAs), letters of intent, employment contracts for new employees, and restrictive covenant agreements. By ensuring that the terms of these agreements are set out in legal contracts, a business can reduce the risk of future disputes and litigation over the terms of an deal. A skilled Mergers & Acquisitions attorney will also ensure all necessary regulatory filings are made. This may include filings with the SEC, IRS, FTC, and Department of Justice. In addition, a lawyer can assist in the conduct of due diligence, examining all aspects of the target company, such as legal liabilities, contractual issues, potential tax liability, intellectual property rights, and more.
Intellectual Property Issues
Companies seek Mergers & Acquisitions for a variety of reasons. Whether the goal is to expand into new market segments, increase profits, or eliminate competition, businesses must take precautions to protect their interests during such transactions. A lawyer can help safeguard intellectual property. The legal system recognizes four types of intellectual property rights: copyrights, patents, trademarks, and trade secrets. Patent infringement occurs when another company makes and sells a product patented by another business. This may occur because of intentional infringement or because the purchasing business was unaware that a patent protected the other company’s intellectual property. During the Mergers & Acquisitions process, confidential information regarding manufacturing processes, formulas, designs, and other proprietary data may need to be shared between companies. Attorneys can draft non-disclosure agreements to ensure competitors do not misuse confidential information. They can also monitor adherence to established protocols designed to avoid the appearance of or actual misuse of competitively sensitive information for anti-competitive purposes.
Mergers & Acquisitions have several tax ramifications. If not handled correctly, they can undermine the value of a deal and even negate the benefits of the merger altogether. For example, the tax basis of assets in a transaction may differ between the buying and selling firms. The acquiring firm may experience capital gain tax in a purchase merger or income tax in a share swap transaction, depending on the tax basis of the shares and assets. A lawyer can help ensure that these differences are addressed in the merger agreement and that the proper forms, documents, and contracts are completed and filed. This includes regulatory filings with governmental agencies, such as the SEC or IRS, depending on the transition size. A lawyer can also help form a new company, register it with the state, get new business bank accounts, and legally close old ones.