Mergers and Acquisitions
One company merging of acquiring another company is not always a bad thing, in fact, a merger and acquisition often signal growth and change for a company. These complex business transactions often signal new growth and greater stability. However, a successful merger requires a lengthy process before any company can join another, this process requires various legal specialties and considerations.
Over the years, The Law Office of Ken Gauvey has helped businesses in all stages of mergers and acquisitions. Before you decide to sell or acquire another company you should contact an experienced mergers and acquisitions attorney who can examine all the details, facts, and potential complications that could stop your merger and acquisition from going smoothly.
What is a Merger?
Mergers are very common in the business world, regardless of the size of the companies. Many small business owners believe that mergers are only reserved for large multinational companies, however, even small companies can go through a merger.
A merger is when two or more companies come together and combine their assets to form one single company. This is accomplished by the issuance of a “merger certificate” by the State of Maryland. In a merger, the surviving company assumes all liabilities from the former companies as well as receives all assets from the companies. Under this system, the law regards the two former entities as combined and all of the assets of the former companies are now considered the assets of the new company.
Our M&A practice includes:
- Negotiated and Contested mergers and acquisitions
- Asset sales and purchases
- Subsidiaries and divisions
- Corporate Board Election contests
- Tender and exchange offer
- Anti-takeover defense initiatives
- Transactional and M&A advisory matters
What is an Acquisition?
An acquisition conceptually is not very different from its name. In its simplest form, an acquisition is when one company acquires another thereby assuming all the assets and the obligations of the former company. Nearly all acquisitions follow one of two structures with a merger constituting the third:
Asset purchase – In an acquisition where one company will purchase all or part of the assets of another company, the buying company will only assume those that are expressly agreed to. In some cases, the law may cause some liabilities to follow the assets of the selling company regardless of whether the companies agree to the contrary.
Stock purchase – In a stock purchase one company purchases all of the selling companies shares of stock. In these acquisitions, a buying company may choose to purchase less than all of the selling companies shares and essentially “squeeze out” or force a company to sell their company through a statutory short-form merger. A company who chooses to purchase all of the companies publicly traded stock requires a “tender offer” where the buyer publicly solicits for the shares of the selling company at a certain price.
In any merger or acquisitions, there is the potential that there will be a wide range of legal issues and hurdles that you and your company may have to overcome.
We represent the following entities in all types of M&A transactions:
- Boards of Directors
- Special Committees
- Financial advisors
- Private equity and hedge funds
- Investment banks
- Commercial lenders
Baltimore Mergers and Acquisitions Attorney
We provide experience and responsive legal services fort business owners, whether in growth mode or cashing out. We provide knowledgeable counsel in equity and asset acquisitions and sales, mergers, venture capital investments, mezzanine financing, debt and equity, and leveraged buyouts. If you are considering a merger and acquisition we invite you to contact the Law Practice of Ken C. Gauvey for a complimentary consultation.
A recent case from October 19, 2017, illustrates the necessity of maintaining clear records in FLSA matters. The Disc Jockey (DJ) in a club in Tampa, Florida sued Emperors Tampa, Inc. under the Fair Labor Standards Act (FLSA), seeking overtime wages. The club...read more
Maryland, like many other states throughout the nation, is an “at-will” employment state. This means an employee can get fired by their employer, or the employee can resign, for any reason or no reason at all. Unless otherwise established in an employment contract, a...read more
A divorce or separation is a stressful and burdensome process for everyone involved. Spouses must resolve issues like how to divide all the property they amassed during the marriage, determine who gets to live in the marital home, and decide who will gain custody of...read more
Employees have the right to be treated fairly and respectfully by their employers. Workers also have the right to raise their voice when mistreated or discriminated. As an employee, you are entitled to receive your agreed-upon wages for your performance in the...read more
Columbia, MD 21046