Mergers & Acquisitions

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Buying, selling, or restructuring a business is one of the most consequential decisions a company will make. Our Mergers & Acquisitions practice guides clients — from closely held businesses to private equity sponsors and strategic acquirers — through every phase of the deal lifecycle, from initial structuring through closing and post-closing integration. We combine deep transactional experience with practical, business-minded advice to help clients move efficiently while protecting their interests at every turn.

Whether you are acquiring a company, selling a division, merging with a competitor, or navigating a complex government contracts transfer, our attorneys deliver the technical precision and commercial judgment that successful transactions demand.

We represent buyers, sellers, and investors in transactions across a wide range of industries and deal sizes. Our attorneys advise on deal structure, valuation considerations, negotiation strategy, and regulatory compliance, working closely with clients' financial advisors and accountants to ensure that legal strategy supports overall business objectives. From letter of intent through closing, we help clients anticipate issues before they become obstacles — and resolve them when they do. 

• Deal structuring (mergers, stock deals, asset deals, and hybrid transactions)
• Letters of intent and term sheets
• Negotiation of definitive agreements
• Regulatory and antitrust considerations
• Closing mechanics and post-closing obligations
• Earnouts, indemnification, and escrow arrangements

When a transaction is structured as an asset purchase, the details matter enormously — which assets and liabilities transfer, how contracts and licenses are assigned, and how the purchase price is allocated can significantly affect both parties' risk and tax exposure. We draft and negotiate asset purchase agreements that clearly define the scope of the transaction, allocate risk appropriately, and anticipate the operational realities of transferring a business. 

Acquiring or selling a corporation through a stock purchase carries distinct legal and tax consequences compared to an asset deal. Because the buyer assumes the target company as a whole — including its liabilities, both known and unknown — careful due diligence and precise contractual protections are essential. We negotiate stock purchase agreements that balance the buyer's need for protection against undisclosed risk with the seller's interest in a clean, efficient exit. 

The purchase and sale of interests in limited liability companies involves considerations distinct from corporate stock transactions, particularly around governance rights, tax treatment, and the interplay between the purchase agreement and the target's operating agreement. We help clients navigate these nuances, ensuring that membership interest purchase agreements are properly coordinated with governing LLC documents and reflect the economic and control arrangements the parties have negotiated. 

Thorough due diligence is the foundation of a well-informed transaction. Our attorneys conduct comprehensive legal due diligence to identify risks, liabilities, and deal-breakers before they surface at the negotiating table — or after closing, when it's too late to address them. We tailor the scope of our review to the specific transaction and industry, focusing resources where risk is most likely to be found. 

Transactions involving companies that hold federal government contracts require an additional layer of specialized attention. When a business or contract changes hands, the government must typically approve a novation agreement to formally recognize the successor party as the contractor of record. Failure to properly navigate this process can jeopardize contract continuity, payment, and eligibility for future awards.

We guide contractors, acquirers, and sellers through the novation process from start to finish, working with the relevant contracting agency to ensure a smooth transition of contractual rights and obligations.

Successful transactions require more than technical drafting — they require lawyers who understand the business objectives driving the deal and who can anticipate issues before they arise. Our attorneys bring:

• Transactional depth across a broad range of deal structures and industries
• Practical, efficient execution that keeps deals on schedule and on budget
• Specialized experience in complex areas such as government contract novation, where general M&A counsel often lacks the necessary expertise
• Clear communication with clients and their other advisors throughout the process

Whether you are just beginning to explore a sale or acquisition or are already in active negotiations, our team is ready to help you achieve a successful outcome. Contact us to schedule a consultation with one of our M&A attorneys.