Mergers, Acquisitions, and Divestitures
Primuth, Driskell & Terzian, LLP, is regularly engaged to handle acquisitions and dispositions of clients’ business interests. Our experience ranges from small, closely-held entities to mid-market corporations expanding their reach to California. Transactions of this nature can take the form of a statutory merger, consolidation or share exchange, asset transfer, stock transfer, joint venture (in the form of a corporation, partnership, or limited liability company), or a privatization; and can be either taxable or non-taxable.
With myriad choices to be made, you need sophisticated yet understandable counsel to assist you in structuring the transaction, all the while taking into consideration legal, tax, and practical considerations. We have extensive experience with buyouts and the purchase and sale of companies. We prepare and negotiate letters of intent, definitive agreements, proxy statements, and ancillary documents such as employment and non-compete agreements to make the transaction as smooth as possible.
We assist our clients in the due diligence process, both in the acquisition and disposition phases, by advising purchasers throughout the investigation and advising sellers how to respond to diligence requests. In either case, we assist in identifying potential successor liability issues involving employee benefit plans, environmental matters, product liability, intellectual property matters, labor, equal employment opportunity, and immigration. We assist our clients in documenting all requisite corporate approvals and responding to the rights of any dissenting shareholders, including shareholders’ appraisal rights.