Mergers & Acquisitions

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M&A practice involves representing buyers (the “buy-side”) and sellers (the “sell-side”) in mergers and acquisitions, often referred to as “M&A deals.”  M&A deals include companies acquiring or merging with another company, or acquiring a specific business line or other piece of another company.  

M&A teams are known as the “quarterbacks” of a deal, coordinating with the client and opposite party on one end and the specialists within the firm on the other end.  During the lead-up to the signing (when the parties officially agree to do the deal) and closing (when the money is transferred and the company changes ownership), the M&A team also manages the “checklist,” an important tool to track all of the items required for the deal to sign and close.

M&A attorneys typically perform the following activities during a deal:

– Negotiating the letter of intent (LOI) or term sheet, where the parties preliminarily agree on the terms of the deal.

– Due diligence, where the M&A team reviews the assets, contracts, corporate documents, and other items of the company being acquired, coordinates with specialist groups, such as intellectual property (IP), employment, and real estate, and prepares a due diligence memo for the client, which is an overview of any issues (“red flags”) with the target company.  

– The parties negotiate the main merger agreement or stock purchase agreement (or “definitive agreements”) and disclosure schedules, which includes a list of the target company’s material assets, contracts, liabilities, and any exceptions to statements made in the transaction documents.  Disclosure schedules are typically handled by junior and mid-level associates in coordination with specialist groups.

– Managing checklists of what needs to be done by signing and by closing of the deal.

– Coordinating the signatures, approvals, wire transfers, and other key steps to completing the transactions.

M&A can be an attractive option for attorneys interested in working on fast-paced deals, being a generalist overseeing different specialist areas, and working on teams.  M&A work at large firms can have a “feast or famine” cadence, where attorneys are very busy at some points during a deal and have more free time during other points, such as after signings/closings.