Primary Practice Contact: Daniel D. Hill
Our mergers and acquisitions lawyers provide skilled and experienced advice at every stage of a transaction
Mergers and acquisitions allow a business to grow and gain entry into new markets. Our mergers and acquisitions attorneys represent both buyers and sellers in these transactions through structuring transactions, drafting agreements, representing them in negotiations, providing tax and compliance advice, conducting legal due diligence, and helping mitigate transaction risk. Our risk-management approach to merger and acquisition transactions protects assets, mitigates risk, and creates opportunities for smart growth.
We also assist clients through working closely with state and federal governmental agencies whose approval may be required. In particular, we represent clients in matters involving a showing that a merger will not have an anti-competitive effect on the market.
Protecting Against Unknown Risks and Liabilities
In a merger, two companies combine their assets and liabilities. In a share purchase acquisition, one company purchases the shares of another. In an asset purchase acquisition, one company purchases most or all of the assets of a target company without purchasing any of its stock.
Mergers and stock acquisitions in particular have the risk that the purchaser or surviving entity may acquire unknown liabilities. Such liabilities can include matters such as unknown environmental liabilities associated with real property, lawsuits which have not yet been filed, or even financial liability associated with tax matters.
We help purchasers consider such risks and implement protections that help guard against such liabilities to the extent possible. Such protections can include representations and warranties, insurance, escrow, and other mechanisms.
Importantly, we assist client in conducting legal due diligence in seeking to identify potential unknown liabilities, or to provide an additional level of assurance that such liabilities do not exist. While it is not possible to eliminate all potential unknown risks in a transaction, through due diligence we help minimize many potential liability risks.
Assistance in Implementing Transactional Changes
Mergers and acquisitions often require substantial legal work to be completed at closing and after the transaction is completed, such as name changes, property recordings, stock certificate issuances, contract assumptions and approvals, and permitting matters. We help clients identify and develop a plan for effectuating these matters so that the transaction can go as smoothly as possible.
Leading the Way in Utah with Experienced Mergers and Acquisitions Representation
Our mergers & acquisition lawyers are ready to help. For more information please Steven W. Beckstrom in our St. George office, or another member of our team.