Mergers & Acquisitions

GDCR attorneys regularly advise its clients in all aspects of mergers and acquisitions (M&A) or divestitures. At some point in time, all of our clients consider buying or selling specific assets, divisions, subsidiaries or whole businesses.

Our role is to provide practical and proven legal advice regarding the strategy and structure of a possible deal, quarterback the negotiation and drafting of key documents and contracts, assist with due diligence, and advise on the risks arising out of the proposed transaction.

We strategize with each of our clients on the best deal structure for purchasing, selling or divesting of the assets, subsidiary or whole business, the risk and alternatives for managing it, and the tax consequence arising out of the transaction.

Strategy and Structure

We work to understand our clients’ core values, long-term vision and plans in helping to develop a strategy for selling or purchasing ownership of business assets. Our goal is to work with our clients and their accountants and tax advisers to determine the most advantageous deal structure, taking into account tax, regulatory, personnel, control, intellectual property and other legal considerations.

Negotiation and Drafting

Once the strategy and structure are in place, we assign an experienced attorney with M&A experience to assist the client in negotiating and drafting all key contracts, from the initial or non-disclosure (NDA) agreement to the term sheet or letter of intent to the definitive merger, stock purchase or asset purchase agreement.

Due Diligence

GDCR assists sellers and buyers in anticipating and preparing for the burdens of due diligence, which can be quite an adjustment for long-time private and family-owned companies.

Risk Management

An important M&A concern is allocating responsibility for employment, environmental, product liability, state and federal taxes, regulatory issues and other claims based upon events that occurred prior to the closing of a deal and afterwards.

Managing and allocating these post-closing risks are particularly vital when the sellers are retiring and desire to avoid years of potential or contingent liabilities or the buyer has a specific concern regarding the assets being purchased.

Representative Transactions:

    • Represented medical company in merger and joint venture of surgical center with publicly traded company.
    • Represented seller in transaction to merge and reorganize a marketing and service corporation in the energy industry.
    • Represented multiple medical practices in merger and acquisition transactions.
    • Represented seller in sale of building supply company for $8 million.
    • Represented buyers and sellers in purchase of assets and/or stocks in strategic acquisitions in the healthcare, real estate, energy, and services industries.
    • Represented owners in the sale of their health care and pharmaceutical business in a stock transaction for $6 million and $7 million respectively.
    • Represented food processing company in purchase of processing facility located in Virginia for $3 million and negotiation of supply agreements.
    • Represented sellers and purchasers in multiple stock and asset transactions in excess of $10 million.
    • Stock purchases and sales: logistics company – $25 million; manufacturing company – $14 million; software company – $15 million; medical products business; home medical equipment provider.
    • Asset purchases and sales: testing company – $3 million; dental practice – $1 million; insurance agencies, child care centers, restaurants and franchised businesses.