To buy a small business or to sell a small business, the purchase or sale will generally be structured either as an acquisition or as a merger. Acquisitions can be asset purchases, where the buyer purchases the seller's assets, free and clear of any liabilities, or stock purchases, where the buyer purchases the business's stock and actually takes over the business, instead of just buying the merchandise. A merger, or the "marriage" of two business, shares many characteristics of an asset purchase and a stock purchase, but at the end of the transaction the two businesses are combined as one. Please read on to view the lawyer and attorney listings or review more information.
Context of M&A Business Transactions
Because a merger and acquisition is the transfer of a business to an acquiring entity, and businesses are inherently complex (whether looked at from a strictly legal, financial, or another perspective), an M&A transaction is more complex than many business owners imagine. Take a standard type of transaction, a small private company that wants to sell its existing business to another business or individual. Even this seemingly simple business transaction is fraught with complexity because the business and its assets, including its human capital, must be identified and legal constraints on its transfer must be identified. For instance, are contracts assignable? Is the intellectual property, including trademarks, patents, and copyrights, being transferred to the acquiring business? What are the employment implications of this transfer? What are the tax an accounting issues?
For most private small business mergers and acquisitions, our business lawyers and team of financial professionals will effectively guide you and your business through the complexities of this type of business transaction.