Tulsa Mergers and Acquisitions Attorneys

Mergers

A merger occurs when two distinct companies agree to each dissolve and form a brand-new third company. Two companies agreeing to merge are typically fairly comparable in terms of size, customers, and scope of operations. 

There are several types of mergers and different reasons why companies merge. The most common reasons include: gaining market share, growing revenue, reducing operational costs, expanding into new territories, or expanding a company’s business reach. After a merger, the owners of the original companies – whether members, partners, or shareholders – each obtain an ownership stake in the new company.

Acquisitions

An acquisition occurs when a larger company absorbs a smaller company. Acquisitions can be either through an asset purchase or a stock purchase. 

A stock purchase will acquire all the purchased company’s debts and assets. It transfers controlling ownership of the company from one shareholder or group of shareholders to another. 

An asset purchase agreement only purchases the assets or liabilities specifically described in an asset purchase agreement. It can be useful for a purchasing company to limit liabilities it does not want to buy from the purchased company. 

Companies acquire other companies for many reasons, including the following:

• Entering a new market – If a company wants to expand geographically or into a different market, buying an existing company can sometimes be the easiest way. The existing company will already have a customer base, brand identity, and personnel, so the purchasing company does not have to invest in creating those things from scratch.
• To grow in the current market – Sometimes, a company reaches physical or logistical limits that stagnate growth. Acquiring smaller and younger companies could be a sound way to inject new revenue.
• To decrease competition – Acquiring the competition can sometimes be less expensive than competing with them.
• Purchase new technologies or processes – If one company buys another, it can obtain all the intellectual property of the purchased company, which can be more cost-effective than engaging in competing research and development. 

How A Business Attorney Can Help

If your company is on either side of a merger or acquisition, it is important to consult with an experienced business attorney. You need help protecting your company’s interests, preparing and reviewing all transactional documents, and ensuring legal compliance with the laws governing these transactions.

Below are some of the things your business attorney should help you with during the process: 

• Identify potential issues and create a plan for the transaction. Someone will set the tone and pace of the transaction. Your attorney should help make it your company. 
• Negotiate terms of the transactional documents.
• Review your existing contracts, financial statements, assets, and liabilities to assess risk. 
• Help connect you with financial professionals to do due diligence and establish company value.
• Connect you with a tax attorney to get the most favorable tax results.
• Prepare or review the transactional documents and try to anticipate and solve potential complications before they arise.

Specifically related to an asset purchase, we can help your company identify and exclude assets you don’t want. These assets include those that do not provide value to the deal or liabilities or contracts that do not pertain to the sale. We can also help you with employee transfers, severance agreements for former employees, and non-competition agreements for former owners.

Contact Our Experienced M&A Attorneys Today

If your business is the target of a merger or acquisition, it can be an exciting, but stressful opportunity. Davis Business Law’s Tulsa business attorneys can help protect your company’s interests in the deal. If your company is buying a business, our attorneys can negotiate and draft transactional documents, helping ensure you only bite off what you want to chew. 

In either situation, you will need thoughtful and experienced representation in your merger and acquisition. Call us today at (918) 900-0192 or contact us online for a free consultation.