Mergers and Acquisitions
Buying and selling businesses, restructurings, spin-offs, mergers
As a mergers and acquisitions attorney, Mr. Staub has represented both buyers and sellers in a wide range of middle-market M&A transactions including tax-free mergers, spin-offs, cross-border sales of business assets, corporate restructurings, stock purchases and management-led buy outs (LBOs). His extensive due diligence experience helps prepare both buyer and seller of the business and reduces unwanted surprises that often upset deals at last the minute. He has represented buyers and sellers in transactions ranging from small local businesses to large industrial family-owned business, throughout the United States and Canada.
Mr. Staub has represented clients ranging from entrepreneurs buying their first business, to established companies expanding into new markets or shedding divisions that no longer meet the strategic needs of the business.
Preliminary Negotiations and Letters of Intent
The first step in any transaction is reaching a preliminary understanding on key business issues. The end result of this process is typically a written summary of the key points. The document usually takes the form of a "letter of intent" (LOI) but can also take the form of a "memorandum of understanding" (MOU), term sheet or several other variations. Although the letter of intent does not generally bind the parties to complete the deal, it does set the parameters of the transaction. Failing to raise issues at this stage can cause serious problems in finalizing the transaction. For that reason, involvement of the legal professional at this early stage is essential. Mr. Staub and the attorneys at Staub Anderson have assisted in the preparation of hundreds of letters of intent and similar deal documents and bring decades of experience to the table.
Before, during and after the preliminary outlines of a deal have taken shape, the in depth investigation, or "due diligence" takes place. For the buyer, thorough due diligence is necessary to assure that the buyer is fully aware of all of the significant pitfalls facing the business after the closing. For the seller, understanding the process and complying with the requested disclosure helps limit the seller's exposure after the closing. Whether assisting in preparing the due diligence request for the buyer, helping the buyer evaluate the disclosures or assisting the seller in compiling his disclosures, an experienced transactional attorney is an important member of the team.
Taxes affect many business decisions, and taxes play major role in structuring M&A transactions. Mr. Staub's strong tax background gives him the knowledge and experience to spot issues that another business attorney might overlook, often bringing added value to the economics of the transaction. Understanding the tax consequences of an asset sale versus a sale of stock, familiarity with the IRS rules on allocations of the purchase price, and being able to steer the parties through the complex tax rules governing tax-free mergers when appropriate to the transaction are all key skills that Mr. Staub brings to the M&A transaction.
Negotiating the Agreement
The most obvious role for the transactional attorney is the negotiation and drafting of the definitive agreement. Having an attorney who is both an effective negotiator and a skilled draftsman helps keep the transaction on track. A deal attorney who understands the needs of both the buyer and the seller can help bridge the differences and help find a common ground.
Financing the transaction often presents additional challenges. Whether the financing comes in the form of mezzanine debt, subordinated seller financing, traditional institutional loans or some combination, keeping the transaction moving forward while structuring the financing often requires unique skills. Experience in both corporate finance and commercial lending is another facet of the Staub Anderson M&A practice.