Mergers & acquisitions
are the transfer of a business. Businesses are legally and practically complex and as such, transferring ownership of a business is more likely than not a complex process. Even though a standard merger and acquisition transaction may seem simple, it is actually full of complexities because you must account for all of the business’s assets, capital (human and otherwise), and legal constraints. Our Charleston business lawyers have experience dealing with these business transactions
and we will account for all of the nuances. For example: Are contracts assignable? Is a business’ intellectual property being transferred? What are the employment, tax and accounting issues involved with the transaction?
A merger & acquisition is the transfer of a business. A business is a revenue producing asset. The transfer of a portion of a business often involves merger and acquisition law. Whether the transaction is an internal reorganization of the business or the sale of an existing business to a third party, our Frame Legal attorneys guide our clients through the important considerations of a merger & acquisition, for instance: contractual obligations, buyer and seller representations, expectations, and counsel, and time frames.
Our South Carolina lawyers do more than draft legal documents in a merger and acquisition transaction. We understand our clients’ ultimate goals and we negotiate accordingly to reach those goals. We have a lot of experience in this area of law and are well situated to provide our clients with different options in order to carry out their objectives. Just like clients vary, businesses vary; and as such, mergers & acquisitions vary as well. Furthermore, because this area of the law is heavily reliant on contracts law, there is no singular standard context in which deals are conducted.
Simply stated, mergers & acquisitions are the ways in which separate corporations become one by legally unifying their assets. Although often used synonymously and in conjunction with one another, from a legal standpoint there are subtle differences between a merger and an acquisition.
An acquisition is when one corporation takes over and absorbs another business. The target company, the corporation that is eaten up, ceases to exist, loses its identity and becomes part of the larger surviving corporation. The surviving corporation assumes the rights, privileges, and responsibilities of the absorbed company. The buyer, the surviving corporation, takes over the other company’s stock or assets and the buyer’s stock continues to be traded. Acquisitions can be “private” or “public,”depending on whether the stocks of the target company are publicly traded. Acquisitions are also often characterized as “friendly” or “hostile” depending on how the target company perceives the acquirer or buyer.