There are a lot of legal issues involved in mergers and acquisitions. A lawyer specializing in merger and acquisitions will play a key role of an advisor to both buyer and seller of a company. It is for this reason that both the parties have its own lawyer.
However, lawyers dealing on both the sides must have a deeper knowledge regarding the law and the subject. He or she must be able to apply these for both the companies for the best and most desired results.
Working hand in hand both the lawyers will craft the details and consider all complications involved in it before preparing the purchase agreement. The purchase agreement is precarious and may be very confusing at times due to the complex terms and phrases used in it. They will find out the loopholes if any and do their best to draft a document that they think will be best and make enough sense.
Apart from that, the Mergers and acquisitions lawyers will negotiate with people to gain the impression of the target parties. They will make sure that the deal is fruitful and will prolong the business eliminating any obstacles in the future, legal or otherwise.
The lawyers will act as a conduit and a useful tool for communication between the two parties which is very important in the merger and acquisition of companies.
Cover all aspects
The merger and acquisition lawyer will cover all aspects of the process that is very complex and needs expertise and years of experience.
- Adequately assisted by the junior associates, they will look after ‘negotiation on business’ and revert to the purchase or sale agreement.
- They will look at the legal terms of the purchase and sale agreement and may even consult with your investment bankers.
- The lawyers have extensive knowledge about the markets and its ups or downs and consider whether the economy is expanding or contracting so that the entire process turns out to be fruitful for the growth of your company.
They will ensure that a growth strategy is followed for the company considering the total spectrum of players in these deals.
Other aspects looked into
The benefits of engaging Mergers and acquisitions law firms in such transaction is that the lawyers will not leave any stones unturned to ensure there are no loopholes in the sale or purchase agreement. The other areas that these lawyers will look into include:
- Acquiring companies
- Target and selling companies
- Boards and special committees
- Financial advisors
- Investment bankers
- Majority and minority interest holders
- Dissident shareholders and
- Partnership interests.
They will keep all these factors in mind for every transaction to help their clients. They will also look after due diligence of the company regarding financing, valuation, regulatory approval, operational issues and much more.
Deal with any size of business
Reliable and reputed m&a law firms will be able to deal with businesses irrespective of their size or complexities in the transaction. The lawyer will incorporate every available and suitable method of buying and selling of companies along with the assets of the companies such as:
- Auctions
- Divestitures
- Buyouts
- Spinoffs
- Restructurings
- Negotiated stock purchases
- Cash transactions
- Tender offers
- Exchange offers and
- Going private and management buyout transactions.
In addition to that, the lawyer will also help in the brand of consolidations emerging due to any multiparty acquisitions that may brood the creation of a new public company that has resulted due to the acquisition.
Features and qualities
The M&A Lawyers in India or anywhere in the world must possess few specific characteristics to ensure success in merger and acquisition transactions. One of the most significant features to possess is client diversity. This is very important because these transactional practices are very diverse and complex. It is usually represented by public and private companies that have different activities. Typically, the public companies are national or global in nature, and therefore both domestic and international acquisition environments must be considered.
On the other hand, working with private companies involves sales, purchases, and investments in other companies and assets that may span a multiple of different industries. It will also include a variety of stakes and equity interests resulting in Master Limited Partnerships or MLPs.
In addition to that, the lawyers must have the ability to deal with transactions that involve different companies and assets in a broad spectrum of the industry. All of these companies have different legal, operational, administrative, financial and structural features. The wide variety of companies involved in merger and acquisition include:
- Biotechnology and utilities
- Banking and Financial Services
- Energy experience and Alternative Energy
- Airlines and Transportation
- Waste management and Venture capital
- Telecommunications and Software technology
- Retailing and real estates
- REITs and REMICs
- Private Equity and hospitality
- Mining and Manufacturing
- Information Systems and hedge funds
- Health Care and energy
- Food and Beverage
- Construction and Building Materials
- Life Science and many others.
To deal with all these companies, the lawyer must have the specific skill of strategic thinking for an upgrade, changes or expansion, and negotiation and communication skills. Multitasking is another requirement as there is a number of clients and issues to handle. Proper delegation of task and organization of the entire working process will help in making fruitful decisions. Complex drafting skills along with an ability to pay attention to minute details will result in an impartial transaction. To think and work quickly is very critical for a successful M&A lawyer.
