Seasoned Orlando Mergers and Acquisitions Attorneys Ready To Help You
For some businesses, they reach a point where it makes economic sense to join with another business for the benefit of all parties involved.
Businesses of all sizes partake in mergers and acquisitions by either joining together with another company or by agreeing to join under the umbrella of a larger corporation.
At BrewerLong, we understand the complex and complicated nature of mergers and acquisitions in Florida and help businesses of all sizes manage mergers and acquisitions as effectively and efficiently as possible.
Our Orlando mergers and acquisitions attorneys have the knowledge and skill set to provide your company with thoughtful legal advice, negotiate the most advantageous terms, and successfully represent your business’s best interests throughout the process.
Call or contact our office today to learn more about our mergers and acquisitions services.
What is a Merger?
A merger is the combination of two or more businesses into a new single company.
There are five types of mergers that your company may choose to utilize:
- Conglomerate
- Horizontal
- Vertical
- Product extension
- Market extension mergers
A merger can be one of the equals or with a designated acquiring company. In an equal merger, the combined companies will have equal or close to equal board representation and shareholders surrender their shares in exchange for shares in the new company.
In an unequal merger with a designated acquiring company, one company’s representation in board management, c-suite executives, and all other aspects of the business usually significantly outweighs the other.
What is an Acquisition?
An acquisition is the purchase of one target company by an acquiring company.
Acquisitions can happen in a number of ways, either through the purchase of stock or equity interests in the target company, or through the purchase of the majority of the target company’s assets.
In a stock purchase acquisition, the acquiring company purchases shares from the target company’s stockholders and assumes all of the target company’s assets and liabilities. This type of acquisition can be lengthy and complex, especially if there are a large number of stockholders in the target company.
In an asset acquisition, the acquiring company buys some or all of the target company’s assets, which can include equipment, vehicles, stock, inventory, and facilities. The acquiring company chooses which assets and liabilities to take.
WHAT DO FLORIDA MERGERS AND ACQUISITIONS LAWYERS DO?
A mergers and acquisitions attorney is a legal professional specializing in the facilitation of buying, selling, merging, or restructuring of companies. They play a crucial role in helping businesses navigate complex legal and regulatory requirements of these transactions.
Mergers and acquisitions attorneys work closely with their clients to understand their business goals and objectives and develop strategies to achieve them through such transactions. They also work with other professionals, such as investment bankers, accountants, and tax advisors, to ensure effective handling of all aspects of the transaction.
In addition to transactional work, mergers and acquisitions attorneys provide guidance on various corporate matters, including corporate governance, securities regulations, and antitrust laws. If necessary, they can also represent your interests in litigation. Ultimately, the right attorney will be your guide and advocate throughout the legal process.
WHY DO FLORIDA BUSINESSES PURSUE MERGERS AND ACQUISITIONS?
There are several reasons why a Florida-based business might consider pursuing a merger or acquisition strategy. These transactions can offer various strategic and financial benefits, depending on the specific circumstances and objectives of the business. Some key reasons a Florida business might consider a merger or acquisition include the following:
- Market expansion. Mergers and acquisitions can help a Florida business expand its market reach by acquiring or merging with companies in new geographic locations. The expansion can help diversify the business’s customer base and reduce reliance on a single market.
- Product or service expansion. Mergers and acquisitions can also help a business expand its products or services by acquiring companies with complementary offerings, helping the business meet the evolving needs of its customers and stay competitive in the market.
- Economies of Scale. Acquiring or merging with another business can improve economies of scale, allowing a business to reduce costs and increase efficiency. The business can benefit from lower production costs, bulk purchasing discounts, and shared resources by combining operations.
- Increase market share. A Florida business increases its market share by acquiring competitors or merging with companies in the same industry. The business can gain a competitive advantage and increase its bargaining power with suppliers and customers.
- Diversification. By diversifying its business portfolio through a merger or acquisition in Florida, businesses can reduce risk and increase stability. Entering new markets or industries can help a business spread risk across different areas and avoid being reliant on a single business line.
- Access to new technology or expertise. A merger or acquisition can provide a business access to new technology, intellectual property, or expertise. The business can then innovate and stay ahead of competitors in an increasingly competitive market.
- Financial synergies. Mergers and acquisitions can create financial synergies by combining the financial resources of the merging companies, leading to increased profitability, improved financial performance, and enhanced shareholder value.
While a merger or acquisition strategy can offer numerous benefits to a Florida-based business, determining if one is feasible for your needs often takes the assistance of Florida mergers and acquisitions lawyers.
By carefully evaluating these potential benefits and risks, a business can determine whether pursuing one aligns with its overall objectives and long-term growth strategy.
WHEN IS A MERGER OR ACQUISITION NOT THE BEST CHOICE?
Although some think bigger is always better, there are some instances where a merger or acquisition may not be a good idea for a business if the potential risks and challenges outweigh the anticipated benefits.
For example, should a company face regulatory hurdles or antitrust scrutiny, it can delay or derail the transaction, leading to increased costs and uncertainty. Valuation, integration challenges, and potential financial constraints are just a few of the things businesses and their attorneys should consider when evaluating mergers and acquisitions strategies.
Considerations for Mergers and Acquisitions
Mergers and acquisitions require a significant amount of strategic business planning and legal counsel. At the law office of BrewerLong, an Orlando mergers and acquisitions lawyer from our team is prepared to navigate our business clients through this complex process.
Some of the most important legal considerations in a merger or acquisition include the following:
Due diligence
In any type of merger or acquisition, all companies involved in the transaction are required to perform due diligence. For the seller, this means taking all necessary steps to maximize the value of the company for its shareholders or equity holders and closing the deal.
This includes the preparation of extensive documentation about every aspect of the business, including but not limited to:
- Corporate governance structures,
- Assets and liabilities,
- Capitalization schedules,
- Tax information,
- Operating information,
- Customer and vendor information,
- Personnel and labor relation documentation,
- Payroll and benefits,
- Intellectual property,
- Research and development,
- Contractual rights and obligations, and
- Any other information deemed relevant for the deal.
The buyer must then review and analyze the documents to determine whether it supports the deal or has any issues that must be resolved before moving forward.
Corporate governance
Corporate governance refers to all documentation regarding its incorporation, bylaws, minutes, shareholder materials, board member information, locations where it does business, previous deals, corporate reorganizations, organizational charts, policies and procedures, press releases, and codes of conduct, and more.
The seller is required to release all of this information to the buyer in a timely manner, and an experienced Orlando merger and acquisition attorney can help collect and prepare all of the necessary documentation.
Antitrust laws
Federal law requires that mergers and acquisitions of a certain size and that affect a certain level of commerce be reviewed by governmental agencies to prevent monopolies and other types of anti-competitive environments.
Many mergers and acquisition agreements actually have terms that dictate how the companies will work together during these reviews. An Orlando merger and acquisition lawyer can help negotiate the terms of an antitrust review to ensure that the deal does not fall apart during this process.
Tax considerations
The tax implications and considerations of a merger or acquisition cannot be overstated for many of these deals. Both buyer and seller companies can be significantly affected by the tax considerations and how the deal is structured.
Mergers and acquisitions lawyers should be intimately involved in this aspect of a merger or acquisition to provide the most advantageous tax-preferred structure and avoid unnecessary taxation on the businesses during and after the completion of the deal.
HUMAN RESOURCES
A merger or acquisition can put employees under significant stress as they speculate about potential terminations, demotions, promotions, changes in job descriptions, or other staffing adjustments. Human resources departments should work with attorneys to ensure open and transparent communication about the mergers and acquisitions process, including the rationale behind the transaction, the timeline, and how it may impact employees.
Talk to an Orlando Mergers and Acquisitions Attorney Today
At BrewerLong, our Orlando mergers and acquisitions lawyers are prepared to help businesses on either side of these complex and complicated business transactions.
MICHAEL LONG
Michael Long is a seasoned attorney and founding partner at BrewerLong, specializing in representing businesses in complex commercial litigation and other disputes. With over 20 years of experience, Michael has built a reputation for his strategic approach to legal challenges and commitment to achieving favorable outcomes for his clients.
Michael’s practice encompasses various business-related legal matters, including contract disputes, business torts, and intellectual property disputes. He has successfully represented clients in state and federal courts, as well as in negotiation settlements.
With decades of experience and a proven track record of success, Michael Long is one of Florida’s top business mergers & acquisitions attorneys.
TREVOR BREWER
As a partner at BrewerLong, Trevor Brewer focuses on business law. Trevor brings over a decade of experience to the firm, providing strategic counsel to businesses facing legal challenges. He handles a broad spectrum of business-related issues, including contract disputes, business torts, and intellectual property matters.
One of Trevor’s key strengths is his ability to understand each client’s unique needs and goals by working closely with businesses to develop tailored legal strategies that align with their objectives and help them achieve their desired outcomes.
CONTACT US
Our experienced legal team also handles clients with other types of business legal issues, including:
- Litigation and Business Disputes,
- Contracts,
- Zoning and Regulations,
- Intellectual Property,
- Technology Laws,
- Agribusiness Laws,
- Beverage Laws, and
- Labor Law For Employers.
Contact us today to schedule an appointment to speak with one of our knowledgeable attorneys today about your case and discuss your legal options in a merger or acquisition in Florida.