Mergers and Acquisitions

Clients who acquire, sell or combine companies rely upon Bierce & Kenerson for its insight and the homework necessary for the courtship and evaluation processes as well as for structuring, negotiating and documenting these deals. For sellers, we provide “readiness assessment” and “pre-sale housekeeping” to identify and resolve potential gaps in both ownership rights and the many steps for getting to closing. We have experience in representing both sides and particular experience in cross-border corporate transactions. We collaborate with foreign law firms and other professionals to accomplish our objectives.

Both parties to M&A deals need to be aware of the strategic benefits (and weaknesses) of the proposed deal, and its fit within the buyer’s business model.

Buyers use mergers and acquisitions to buy, rather than build, new “add-ons” to their core operations. They are motivated by several goals:

• Extend, or protect, their existing lines of business or territorial scope.
• Secure competitive advantages.
• Improve their technology or platforms.
• Hire innovative teams to change culture and lead the company into a new opportunity.
• Avoid regulatory impediments to market access (e.g., immigration law limiting mobility of foreign business consultants; tariffs.
• Consolidate market share and achieve higher resulting valuation multiples.

Sellers may have different motivations:

• Founders could choose a sale as the only viable competitive solution due to changes in the marketplace or because efforts to expand the business into new products or new territory would be too costly or risky.
• Founders or owners might exit for personal reasons and because they see no meaningful succession.
• Private equity investors could grow impatient with delays where the exit has not occurred after seven years.
• The business segment no longer is aligned with the interests of stockholders or management.
• The business requires more capital investment, management attention and risk than is justified by the limited upside opportunities.

We provide legal advice to clients on structuring, drafting, and negotiating M&A financing, consulting and related agreements through the completion of the transaction. We explore with our clients the potential impact, opportunities and strategies in case of a change of control for themselves, their supply chain and their value chain. During this process, we work closely with clients to understand their business and investment objectives across organizational, financial and operational perspectives.