A successful merger or acquisition can be a lengthy process; it is the result of months and sometimes years of careful analysis and planning. While the specific circumstances surrounding each transaction drive the required tasks and the timeline, there are some common legal aspects of mergers and acquisitions that are generally applicable across transactions.
- Structuring the deal. A significant amount of work typically goes into coming to an initial agreement with a target company. In structuring the deal, businesses should consider many factors, including tax and accounting implications, risk management concerns, regulatory issues, antitrust laws, market conditions, forms of financing, forms of payment, and other commonly negotiated deal points. Ideally, the acquiring firm makes an offer and the target firm accepts it. In practice, negotiations to get to an accepted offer can be prolonged and can sometimes fail, in which case the acquiring firm may decide to approach the next organization on its list of target candidates.
- Due diligence. The initial planning stage helps identify potential targets based on publicly available information but does not seek to evaluate the target company’s finances, customers, strategic fit, contracts, employee/management issues, legal matters, tax matters, environmental issues, and governmental or regulatory issues. These tasks are all part of due diligence activities. Conducting thorough, targeted due diligence on a potential target company is arguably the most important part of the merger and acquisition process. Due diligence can help acquiring companies avoid potential financial, legal, and regulatory problems later. Generally, due diligence doesn’t begin until after an offer has been negotiated and accepted and should be completed prior to entering into legal contracts.
- Purchase and Sale contracts. If due diligence does not uncover material issues, or if all potential issues uncovered during due diligence have been addressed to the acquiring company’s satisfaction, the two companies can sign a final purchase and sale agreement.
Baer Reed assists law firms and corporate legal departments with a variety of due diligence tasks and other legal support services, helping ensure the legal aspects of mergers and acquisitions are conducted in a timely and efficient manner. To learn more, contact us today.
Mr. Reyes graduated with honors from the Ateneo de Manila University, where he received the Procter and Gamble Student Excellence Award. He obtained his Juris Doctor degree from the Ateneo de Manila School of Law. During law school, Mr. Reyes was part of the Philippine delegation to the Willem C. Vis International Commercial Arbitration Moot held in Vienna, Austria. He was also a member of the Ateneo Society of International Law and the St. Thomas More Debate Society. He completed his internship at the Public Attorney’s Office. He wrote a thesis entitled: “To Kill A White Elephant: An Analysis of the Fiduciary Exception to the Corporate Attorney-Client Privilege”. Mr. Reyes is admitted to practice law in the Philippines and the State of New York.
Ms. Lardizabal-Manzano is a graduate of San Sebastian College-Recoletos, where she earned her B.A. in Political Science. In 2003, she received her law degree from Lyceum of the Philippines and was admitted to practice law in 2004.
Matthew Hersh earned a B.A. in Political Science from Columbia University in 1990 and graduated cum laude from Georgetown University Law Center in 1999. He also holds a master’s degree in international relations from the Georgetown University School of Foreign Service.
Cap. Avi Levak (Res. IDF) graduated from from Israel’s prestigious Ben-Gurion University of the Negev with a Bachelor of Science in Computer Science and Mathematics. He is also a Leadership and Communication coach trained in TuT coaching by Alon gal in Israel. Avi specializes in high-level, in-depth analysis of business and client needs, within systems and software strategy and architecture.
Ms. Tyler graduated cum laude from Georgetown University and received her law degree, cum laude, from Georgetown University Law Center. During law school, she interned at the United Nations Economic Commission for Europe. She also worked on The Tax Lawyer journal and was a member of the award-winning Barristers’ Council Mock Trial Team. Ms. Tyler is admitted to practice law in the State of California and the District of Columbia.
Ms. Cruz-Anonuevo graduated cum laude and top nine in her batch from Miriam College with a degree of Bachelor of Arts in InternationalStudies. She obtained her Juris Doctor degree from Ateneo de Manila University School of Law in Rockwell. During law school, she interned in Rivera, Santos, Maranan & Associates. She was also part of Ateneo’s Labor Law Bar Operations. She wrote her thesis on, “Stealing Privacy: Limitations on Media’s Photographic Invasion.,” Ms. Cruz-Anonuevo is admitted to practice law in the Philippines.
Ms. Aquino-Batallones obtained a Bachelor of Arts degree in Development Studies (with Minors in Global Politics and Hispanic Studies) from the Ateneo de Manila University. In 2011, she received her Juris Doctor degree from Ateneo de Manila University School of Law. During law school, she interned at Romulo Mabanta Buenaventura Sayoc & de los Angeles then became an intern of Ateneo Legal Services Center’s Clinical Legal Education Program.
Mr. De Guzman graduated from San Beda College with a degree of Bachelor of Arts Major in Economics and received his law degree from San Beda College of Law. He is multilingual and is fluent in three languages: Chinese, Filipino, and English. He was admitted to the Philippine Bar in 2003.