Business Law - Mergers & Acquisition

Duffy & Sweeney lawyers have experience advising public and private companies in all aspects of mergers and acquisitions in both the US and Internationally. Our experience is comprehensive and includes asset and stock purchases and dispositions, mergers, tender and exchange offers, leveraged buyouts and restructurings. Our experience ranges from public-public mergers and the related SEC, disclosure and fiduciary duty issues to the unique issues presented by sales of VC-backed private companies. We also advise clients on friendly and hostile tender offers, and represent investment banks serving as financial advisors in mergers.

Our attorneys understand that transactions are successful only if they accomplish the buyer's and seller's strategic business objectives, and if the buyer and seller can operate their business throughout the deal with minimal disruption to the customers, shareholders and employees.

Our services include:

• Assessing antitrust and securities laws implications and providing guidance to management, and drafting disclosure documents
• Improving deal value or deal economics through due diligence, negotiations and structuring
• Minimizing purchase risk and undiscovered liabilities
• Structuring to minimize corporate tax impact on buyers or sellers
• Assisting senior management in deciding whether to pay or receive cash, stock or a combination, based on liquidity needs and risk tolerance
• Adjusting economic risks of either the buyer or seller by designing holdbacks, escrows, indemnification and earn-out arrangements
• Protecting deal value and risk exposure through representations, warranties and covenants that correlate economic risk to the client's deal objectives
• Evaluating the impact of:
  • Environmental compliance
  • Employee and labor relations positions
  • Antitrust compliance
  • Employee benefits
  • Intellectual property assets
  • Property, plant and equipment
  • Insurance coverage