M&A Lawyer Based in New York | Mergers & Acquisitions
Mergers and acquisitions (M&A) encompasses sales and purchases of businesses, many of which are accomplished through various types of merger transactions. Mergers and acquisitions (M&A) are complex transactions that require attorneys who have experience in corporate and M&A law. Martha Dwyer has assisted businesses and entrepreneurs with the legal aspects of mergers, acquisitions, and other business transactions for over 35 years.
Role of M&A Lawyer
Main Concerns of M&A
M&A Key Considerations
Common Challenges in M&A
Legal Due Diligence for M&A
M&A Contract Drafting & Negotiation
Safeguard Yourself & Your Business
When purchasing or selling a business, there are countless tasks to accomplish in a short amount of time. It is Martha Dwyer’s job to protect you from litigation, liability, and legal injury when buying or selling a company.
When Do You Need an M&A Lawyer?
If you are considering a merger or acquisition, it is important to consult with an M&A lawyer. An M&A lawyer can provide valuable guidance, advice, and legal services throughout the entire process, helping you to avoid legal pitfalls and ensure that the transaction is in your best interests. Some common scenarios where you might need an M&A lawyer include:
- Buying or selling a business
- Merging with another company
- Acquiring assets or intellectual property from another company
- Restructuring your business
- Going through a private equity transaction
“Marty Dwyer represented me when I sold my main business. I had just parted ways with my previous attorney, who had worked on the sale for over a year. Marty came in and saved the sale over many intense months during the last half of 2018 and early 2019, and after the closing when a significant post-closing adjustment dispute arose.”*
The Role of an M&A Lawyer
M&A lawyers play a critical role in ensuring that mergers and acquisitions are successful. Some of the key responsibilities of an M&A lawyer include:
- Determining basic financial and legal parameters of the deal
- Considering business priorities and possible issues and exposure
- Determining, planning, and executing due diligence, including tax and financial analysis
- Negotiating the terms of the deal, including the purchase price, financing, and other key provisions, from term sheets and letters of intent to definitive agreements
- Drafting and reviewing the necessary agreements, such as merger agreements, stock purchase agreements, and asset purchase agreements.
- Advising you on regulatory compliance issues, including antitrust laws and securities regulations
- Closing the transaction
- Post-close follow-up
- Assisting you with the integration of the acquired company after the merger or acquisition or, in the case of the sale of a company, earn-out and non-competition issues
Main Concerns of M&A Transactions
Sale of a Business
The main concerns of a sale of a business include, but are not limited to:
- The valuation of the business
- The risks the seller may encounter and appropriate protection
That means that due diligence is necessary to get to a proper valuation and evaluate risks. You will need to understand the business well enough to know its strengths and weaknesses and what representations, warranties and indemnification are comfortable providing.
Another very important issue is the type of consideration to be paid – cash, stock in the buyer or existing business after sale or a combination of the foregoing. Consulting and non-competition matters are also crucial as they determine certain obligations of the seller to the buyer and the ability of the seller to pursue related or new businesses after the closing.
Purchase of a Business
In the case of the purchase of a business, the concerns for the buyer include the valuation of the business, its potential to generate revenue, the potential to expand the business and the risks the buyer may encounter. That means that due diligence is necessary to get to a proper valuation and evaluate risks.
The buyer will need to understand the business well enough to know its strengths and weaknesses and what representations, warranties and indemnification the buyer will need. A buyer must be aware of the risks and determine what risks it is willing to assume.
A very important issue is the type of consideration to be paid – cash, stock in the buyer or existing business after sale or a combination of the foregoing. Consulting and non-competition matters are also crucial as they determine certain obligations of the seller to the buyer and the ability of the seller to pursue related or new businesses after the closing.
“She is both creative and meticulous in fulfilling her role. We have continued to employ significant portions of the documents she crafted in six subsequent investment funds, which amount to an additional $2.7 billion of investment commitments.“*
Key Considerations for Mergers and Acquisitions
When considering a merger or acquisition, there are several key factors to take into account. These include:
- Strategic fit: Does the target company align with your overall business strategy?
- Financial considerations: Can you afford the transaction? What are the financial implications of the deal?
- Legal considerations: Are there any legal issues that could impact the transaction?
- Cultural fit: Will the two companies be able to work together effectively?
Common Challenges in M&A Transactions
Mergers and acquisitions can be complex and challenging. Some common challenges that can arise include:
- Cultural differences between the two companies
- Integration issues after the transaction is complete
- Legal or regulatory hurdles that must be overcome
- Financing difficulties
Legal Due Diligence for Clients in M&A
Legal due diligence is a critical part of the M&A process. It involves a thorough review of the target company’s legal documents and contracts to ensure that there are no legal issues that could impact the transaction. M&A lawyers will typically lead this process, working closely with other members of the deal team to identify any potential legal risks.
M&A Contract Drafting and Negotiation
One of the most important roles of an attorney representing a client in an M&A transaction is negotiating and drafting the contracts and legal documents associated with the transaction. This can include purchase agreements, employment contracts, and intellectual property agreements. The attorney will work closely with their clients to ensure that their interests are protected and that the transaction is successful.
Regulatory Compliance in M&A
Regulatory compliance is another critical consideration in M&A transactions. M&A lawyers can help to ensure that all legal requirements are met, including those related to antitrust laws, securities laws, and other regulatory matters.
Why Choose the Law Office of Martha M. Dwyer for Your Merger and Acquisition Transaction
Martha M. Dwyer is an experienced and innovative lawyer who lends her knowledge to companies through every stage of their transactions. From negotiation to execution, she seeks to ensure that every aspect of the deal is handled well and to the benefit of her clients.
Over more than three decades, she has dealt with hundreds of M&A transactions valued from several thousand dollars to billions of dollars – and her services and solutions have been proven to be both efficient and cost-effective.
EVERY BUSINESS DEAL INVOLVES AN ALLOCATION OF RISK.
Martha Dwyer can help reduce the risks and maximize the benefits.
“Whether it is forming a legal structure to start a business, acquiring another business, purchasing real estate, negotiating business contracts, or dealing with a business dispute, Martha receives my strongest recommendation.”*
*Prior results do not guarantee a similar outcome