One of the most important decisions a business can make for its long term future is whether it should merge, acquire or be acquired by another business. Factors that need to be balanced include: the soundness of the other organization, whether the cultures of the two organizations can be successfully combined, the future of the industry, other alternative opportunities, the tax impact of the decision, the liabilities of each organization, and what form of transaction (merger, consolidation, acquisition of assets) will work best.

The Kitch firm helps its client make a thoughtful and knowing decision regarding how to proceed with these kinds of transactions. This includes, as appropriate, conducting due diligence in conjunction with other business professionals (e.g., accountants) and walking through the pros and cons of each key element of the transaction with the client. Unlike some law firms, the Kitch firm always endeavors to work hand in glove with existing business advisors (internal staff, CPAs, brokers) in a team approach to maximize the efficiency of this process and to avoid costly and inefficient duplication of efforts. Once the decision is made, we work swiftly to conclude it. Our commitment is always to ensure that the lawyers (the firm) are not the rate-determining step in the transaction.

Specific merger and acquisition services include:

Due diligence

Business contract review

Labor contract and human resources review

Business practices review

Litigation and claims review

Asset ownership review (including review of deeds, bills of sale, mortgages, and commercial lien filings).

Consultation:

Analysis of due diligence findings

Needs and goals of the client

Intent and expectations of the other party to the transaction

Array of possible methodologies for the transaction

The preferred ultimate structure

The tax impact of how the transaction is structured and the business will be ultimately run.

Document Preparation:

Merger Agreements

Articles of Consolidation or Merger

New Bylaws and Corporate Documents

Asset Acquisition Agreements

Due Diligence Reports

Shareholder Agreements (Buy-Sell).

Mergers & Acquisitions

Key Contacts

Related Contacts