Mergers & Aquisition

The business attorneys at Dworken and Bernstein represent both buyers and sellers in mergers, acquisitions, and other related dispositions of their companies. Our philosophy is that attorneys should be “deal makers”, not “deal breakers”. Whether you are selling your small business or purchasing a multimillion dollar company, our attorneys have the know-how and experience to guide you through the often complex process from start to finish.

Some of the common issues that we deal with in this practice area include:

• Counseling our clients as to the proper structure of the deal, whether it be an asset acquisition, stock sale, stock exchange, merger, reverse triangular merger, equity infusion, or another possible structure. 
• Working closely with our clients accounting team to ensure that the deal is structured so that our clients receive the best tax treatment possible.
• Negotiating and drafting of the Letter of Intent and related Confidentiality Agreements to ensure that key provisions are not omitted or overlooked.
• Negotiating the financing documents with the client’s lender. 
• Counseling our clients during the due diligence process to make sure that all of the areas that require a due diligence investigation are covered.  In addition, we take an active part in the legal due diligence by reviewing material contracts, intellectual property documentation, litigation materials and other documents so that we can advise our clients as to any legal issues that will need to be addressed in order to finalize the transaction.
• Negotiation and drafting of the purchase and sale agreement, as well as the many ancillary documents that are required to effectuate the transaction.
• Assisting the client in obtaining all consents required to close the transaction including governmental consent, contractual consents and corporate consents.
• Closing the transaction. 
• Advising the client on post-closing issues to make sure that any post-closing deadlines are met.

As a business owner, a merger or acquisition is one of the most complex transactions that you will ever encounter.  The team of experienced attorneys at Dworken & Bernstein has guided countless clients through this process and can do the same for you.