Mergers & Acquisitions
As a buyer or seller, participating in a merger, acquisition, divestiture or other change of control transaction comes with challenges. However, meeting these challenges is often necessary for growth, efficiency and improved operation of your business. Having experienced, practical and reasonably priced legal counsel is critical for a good outcome when engaging in such a transaction.
Trust Our Experience:
Lawyers Serving Businesses in transition
At KJK, our attorneys are uniquely experienced in lower middle market mergers and acquisitions transactions involving clients ranging from entrepreneurs to ordinary businesses to private equity funds to public companies. Our experienced M&A attorneys work with businesses every step of the way in the structuring, diligence, negotiation, drafting and closing of acquisitions, dispositions, mergers, restructurings and recapitalizations in all manner of industries. Our M&A attorneys aim to minimize risk to our clients and arrange creative solutions to problems that might otherwise cause a transaction to fail.
Common Legal Complications or Risks
Collaborating with KJK’s intellectual property team, our M&A attorneys work with all types of clients, from startups to large companies, helping to ensure no intellectual property rights are infringed during a merger, acquisition or divestiture. The business being sold may also hold trademarks and other intellectual property rights such as patents that require attention. In addition, the target’s data use must be assessed to ensure the company has legally secured the rights to collect, process and share the data that it has gathered.
The best way to make sure you remain unaffected by legal complications or risks during a merger, acquisition or divestiture is to work closely with an M&A lawyer with experience in this area. Having worked with corporations of all sizes, including large companies, mid-market organizations, small businesses and start-ups, our legal team can provide exceptional legal counsel.
Navigating Tax Implications
There are tax implications for both companies involved in an acquisition, merger or divestiture. The KJK legal team can help navigate the tax implications of a proposed transaction and help you select the best possible structure to minimize the tax consequences of the transaction to you.
What Types of Companies has KJK Helped?
Over the last few decades, KJK’s M&A attorneys have handled billions of dollars in acquisitions and sales of companies across a wide range of industries, including aerospace, healthcare, manufacturing, energy, technology, retail and more.
Our team doesn’t work exclusively in the United States. Some deals we have participated in have involved negotiating with foreign buyers. For instance, KJK provided counsel for a public manufacturing company with net sales of more than $300 million in the acquisition of businesses located outside of the U.S. and ultimately the sale by merger of that company. Our firm also recently represented one of the world’s leading poultry hatchery and incubation equipment manufacturers in its sale to a European family office and a manufacturer of thermal controls to another European organization.
Other recent industrial company purchase and sale transactions include:
- Purchase of a local manufacturer of commercial range hoods, exhausts and vents: $25 million
- Sale by merger of a pet supply company for $20 million
- Purchase of an out-of-state manufacturer of engineered systems and metal products for the industrial insulation industry: $12 million
This is in addition to numerous other mergers, acquisitions and sales our M&A attorneys have helped clients accomplish in other industries, with purchase prices ranging from around a million dollars up to the hundreds of millions of dollars.
Don’t Navigate M&A Alone:
How KJK Can Help Your Business Navigate Mergers, Acquisitions & Divestitures
Letters of Intent (LOI) and Non-Disclosure Agreements (NDA)
KJK helps its clients draft letters of intent that outline, on a non-binding basis, the basic economic terms of a transaction and contain binding provisions that protect the exclusivity of the transaction to the buyer. KJK also drafts or reviews the non-disclosure agreements required by buyers to protect the confidential information they share concerning their business.
Role in Negotiations
KJK lawyers help prepare and position clients to negotiate the important terms and conditions of their transactions and help ensure that the transaction proceeds smoothly toward a closing.
Obtaining Required Approvals
KJK assists clients to determine and obtain the various customer, supplier, corporate and regulatory approvals necessary to engage in a merger, acquisition or divestiture.
KJK conducts due diligence comprehensively, or as desired by the client, to identify and mitigate legal risks when entering into a merger, acquisition or divestiture.
KJK conducts many types of legal due diligence, including:
- Labor and Employment
- Intellectual property
Mergers & Acquisitions
Frequently Asked Questions
What are the steps that would be involved in my purchase or sale of a business?
These steps would typically include the following:
- If needed, hiring an investment banker or finder with experience in the industry if you need help valuing your business or finding a buyer that will offer the best deal.
- Entering into a confidentiality agreement with the seller or any potential purchasers to protect your confidential information and trade secrets. KJK can help draft or review an appropriate agreement.
- Considering the desired structure of the transaction for tax, accounting and legal purposes and, if need be, forming an entity to acquire the business. KJK can advise you as to the most favorable structure for your transaction.
- Negotiating a letter of intent or term sheet documenting all of the key terms of the transaction, including the grant of the exclusive right to pursue the transaction for a period of time without fear of competition. This is a critical document that KJK can help you navigate so that you do not box yourself into a transaction that doesn’t suit your needs or adequately address the risks.
- Assembling, or conducing a due diligence review of, all relevant information about the target company to help the buyer assess the risks of the transaction. KJK can help guide you through this process and can host and organize a virtual data room for the diligence documents if needed.
- Drafting and negotiating the purchase or merger agreement and all related transaction documentation. KJK has decades of experience drafting and advising clients on how to negotiate these kinds of documents.
- Preparing for closing by obtaining all necessary consents, approvals and financing and satisfying any other conditions to closing outlined in the purchase or merger agreement. KJK can assist you to obtain these consents and approvals, as well as any required financing.
- Closing the transaction once all preparations are complete and addressing any post-closing purchase price adjustments or indemnification issues.
How do I determine how much the business I want to buy or sell is worth?
There are many methods of valuing a business, depending among other things on what is customary in the industry for that type of business. Sometimes businesses are valued on the basis of a multiple of their earnings. Others are valued on the basis of the value of the assets they hold, or on their cash flow. There are many investment bankers, accounting firms and other valuation experts that can advise you how to value your business. It is advisable to find one that is familiar with or has experience valuing businesses in the same industry as the target business.
How long will it take me to purchase or sell a business?
Every deal is different, and the time necessary to structure, assess the risks of, negotiate, document and close a transaction will depend on a number of factors, such as the size and complexity of the transaction, the familiarity of the parties with buying or selling a business, the negotiation posture of the parties, whether any regulatory approvals are required, and whether and what kind of financing is needed to consummate the transaction.
What should I do to prepare for a sale of my business?
Please click here and learn more about preparing for the sale of your business.
How much will it cost me to purchase or sell a business?
There is no one-size-fits-all price for the purchase or sale of a business because every transaction is different — some are more complicated and costly than others. We bill by the hour, but our rates are very competitive compared to many other law firms. As with most things, you tend to get what you are willing to pay for. We can offer you legal services that are tailored to your specific needs and desires, with the caveat that the level of risk to you in a transaction may increase if you ask us to reduce the scope of the legal services we normally provide in order to accommodate your budget. We can usually provide a rough estimate of cost once we have had the opportunity to assess the complexity of a proposed transaction and the expected nature of the negotiations.
Why should I hire KJK to help me purchase or sell a company?
KJK has decades of experience handling virtually all kinds of lower middle-market mergers, purchases and divestitures, ranging from small acquisitions around one million or so up to large public transactions involving hundreds of millions of dollars. Our experts can help guide you every step of the way and, in the rare event an issue arises that is outside of our area of expertise, or that a transaction requires advice concerning the laws of another state or country, we can call on the assistance of any of the law firms across the world that form a part of the Meritas network to which we belong. We pride ourselves on providing our clients with prompt, responsive service, on explaining what we are doing and why in a way our clients can understand, and on providing our services at a reasonable price, by balancing the approach we take between the extremes of doing the bare minimum at a low cost and turning over every rock at a high price.