Mergers and Acquisitions (M & A)

The acquisition, sale, split-up, or merger of a business creates stress.  We enjoy reducing your stress by learning about your key objectives, providing our recommendations, and designing a strategic plan for your approval and our execution.  We know that each industry and company is at least somewhat different.  We do not apply a cookie-cutter approach.  We want our solutions to efficiently meet your needs.  Here is a sampling of our work in M&A:

  • Help Protect and Maximize Business Value

    • Reduce owner dependence

    • Confirm adequate insurance

    • Strengthen alignment between owners and employees

    • Enter into strategic buy-sell agreements

  • Readiness to Purchase and Sell

    • Keep records of business decisions

    • Document and protect business assets, including intellectual property and other intangibles

    • Make business agreements transferable

    • Licensing and corporate compliance

  • Due Diligence

    • Coordinate with accounting and other professionals

    • Legal, financial, and operational fact-checking

    • Identify required third-party consents

    • Assess litigation and other liability risks

  • Transition Path Selection

    • Recapitalization

    • Family succession

    • Strategic buyer

    • Management buyout

  • Structuring an M&A Event

    • Stock sale vs. asset sale

    • Evaluate tax-free reorganization options

    • Purchase price escrows, earn-outs, and adjustments

    • Tax planning (special elections, installment sales, like-kind exchanges, adjustments of basis)

    • Deducting vs. capitalizing costs

  • Definitive Agreements

    • Allocation of risk between buyers and sellers

    • Estate tax planning and reduction

    • Philanthropy/charitable giving

  • Valuation

    • Coordinate with a valuation professional

    • Be aware of material factors that affect value

    • Contingency planning to preserve value

  • Financing

    • Debt vs. equity financing

    • Traditional or SBA-backed loans

    • Secured vs. unsecured debt

    • Personal guaranties