Mergers and Acquisitions Attorney New Jersey

Empire Business Law

Business Law

Business owners often evaluate mergers and acquisitions as a strategic option, regardless of whether they run small businesses or large corporations. Undertaking a merger is a significant decision that demands careful planning and detailed negotiations. Collaborating with an experienced Mergers and Acquisitions Attorney in New Jersey can streamline the process, enhancing the chances of achieving a successful outcome.

Mergers and Acquisitions Attorney New Jersey - Empire Business Law

Mergers and acquisitions present valuable opportunities to buy or sell a business strategically. While both strategies can be beneficial, the best choice depends on the unique goals of each party. Given the range of options available, the process can easily become complex. Consulting with a knowledgeable Mergers and Acquisitions Attorney in New Jersey offers guidance and helps identify the optimal structure tailored to your objectives.

Mergers

In the business world, mergers are less common than acquisitions but offer unique benefits. Through a merger, two companies combine into a single entity, consolidating their assets and liabilities without requiring extra capital to maintain operations after the merger. This strategy can yield significant financial advantages, such as boosting revenue through portfolio expansion, reducing operational costs by unifying resources across teams or departments, and improving efficiency by optimizing workflows and minimizing interruptions. Partnering with a skilled Mergers and Acquisitions Attorney in New Jersey can help you manage this process effectively, maximizing these benefits while resolving any potential obstacles.

The process generally takes two forms:

Merger: In a typical merger, the management teams and boards of directors from both the buyer and seller collaborate to negotiate terms and reach a mutual agreement. Shareholder approval is often required, with the board and management usually endorsing the merger to shareholders. Working with an experienced Mergers and Acquisitions Attorney in New Jersey can help ensure that negotiations proceed smoothly and align with your business goals.


Tender Offer: In a tender offer, buyers may bypass the management and board, dealing directly with shareholders. This approach is particularly effective when management or directors are unwilling to sell or when quick access to capital is necessary. Tender offers generally fall into three main categories:

  • Hostile: Initiated without the consent of the target company’s management.
  • Defendable: Both sides implement defensive measures before deciding on negotiations or offers.
  • Friendly: Both parties collaborate to reach an agreement that benefits everyone involved.


Selecting the best strategy can be complex, but partnering with a seasoned Mergers and Acquisitions Attorney in New Jersey ensures you’re prepared to navigate negotiations at every stage.

Acquisitions

In an acquisition, one company takes ownership of another, with the transaction typically structured in one of two ways:


  • Asset Purchase: This approach involves acquiring specific assets and liabilities of the target company. Assets can include inventory, equipment, vehicles, real estate, leases, intellectual property, copyrights, and more. A skilled Mergers and Acquisitions Attorney in New Jersey can help conduct a comprehensive evaluation of these assets and ensure the transaction is properly structured.



  • Stock and Equity Sale: Here, the buyer acquires the ownership interests (stocks or equity) of the company instead of individual assets. This method transfers ownership of the entire business, including its assets and liabilities.


Choosing between these two structures is essential to aligning with your business goals. Partnering with an experienced Mergers and Acquisitions Attorney in New Jersey ensures the acquisition process is handled strategically and with precision.

Rights & Liabilities

Although mergers and acquisitions are frequently discussed together, they result in unique rights and responsibilities once the transaction is complete. Partnering with a knowledgeable Mergers and Acquisitions Attorney in New Jersey can help you understand these distinctions and address any legal complexities that may arise post-transaction.

ACQUISITIONS: In an acquisition, the buying company is not always obligated to take on the seller’s debts and liabilities. However, this can happen under certain conditions, such as:


  • When the buyer effectively operates as a continuation of the seller: This occurs when the directors, officers, and shareholders of both companies remain unchanged through the transaction.
  • In cases of fraud: For example, if the seller is unable to pay its creditors, liability may transfer to the buyer.
  • When the buyer consents to assume the seller’s debts: In these scenarios, the purchase price is often adjusted to reflect the liabilities being taken on.


Shareholders of the selling company have the right to request an independent appraisal if they dispute the sale terms. Protections like requiring approval from a two-thirds majority are often implemented to safeguard minority shareholders before the transaction is finalized. An experienced Mergers and Acquisitions Attorney in New Jersey can ensure these safeguards are respected, and the deal is conducted transparently and equitably.

A company’s boardroom decisions are guided not only by profit but also by a framework of rules and regulations designed to protect minority shareholders. These safeguards extend to shareholders who may oppose specific asset transfers, ensuring their rights are upheld.



In many acquisitions, transactions are completed through stock purchases, where the buyer assumes all of the company's existing debts, including any undisclosed liabilities. This underscores the importance of conducting comprehensive due diligence before finalizing an acquisition. Overlooking this step can result in unforeseen obligations, as demonstrated by one company whose financial responsibilities doubled after acquiring another business. Working with an experienced Mergers and Acquisitions Attorney in New Jersey can help uncover hidden risks and ensure a seamless acquisition process, protecting your interests at every phase.

MERGERS: Like acquisitions, mergers involve significant liability considerations, particularly for the shareholders of the company being acquired. Shareholders who disagree with the merger have the right to request an independent appraisal of their shares, which is typically conducted by a neutral third party, such as a court.


In a merger, the acquiring company assumes all of the purchasee’s liabilities, including pre-existing criminal penalties or tort claims. Any ongoing legal proceedings involving the purchasee continue without interruption, as the acquiring company takes over without the need for formal substitution. Similarly, if the purchasee initiated a lawsuit against a third party prior to the merger, the acquiring company retains the right to pursue that case.


Due to the complexities of liabilities and shareholder rights in mergers, partnering with a knowledgeable Mergers and Acquisitions Attorney in New Jersey is essential. They can guide you through these legal obligations, ensuring a smooth transition while mitigating potential risks.

Who Are The Parties Involved With A Mergers And Acquisitions Attorney In New Jersey?

Mergers and acquisitions often involve collaboration among various professionals to ensure the process is executed successfully. Key contributors typically include:


  • Business Brokers: Brokers evaluate the business’s worth, create materials for potential buyers, and oversee the sale listing process.
  • Investment Bankers: Common in larger transactions, investment bankers identify and engage buyers, prepare financial documents, and may coordinate business auctions.
  • Appraisers: In smaller deals, appraisers determine the business’s value and are sometimes hired by lenders financing the acquisition.
  • Attorneys: A skilled Mergers and Acquisitions Attorney in New Jersey is essential for conducting due diligence, negotiating terms, and preparing purchase agreements and other critical legal documents to protect their client’s interests.
  • Other Advisors: Professionals such as accountants, consultants, IT specialists, and environmental experts may also play a role in ensuring a smooth transaction.



Given the number of parties involved and the complexity of these transactions, working with an experienced Mergers and Acquisitions Attorney in New Jersey is crucial to managing all legal, financial, and operational aspects effectively.

What Are The Main Costs Aside From Legal & Finacial Advisor Fees?

When one company plans to acquire another, it often hires a proxy solicitor to secure the necessary shareholder votes to proceed with the transaction. The purchasing company must also collaborate with an exchange or paying agent to simplify payment processes during the offer phase.


In mergers, additional steps may be required before finalizing the deal, including the preparation and distribution of essential documentation to shareholders. In the case of hostile mergers or acquisitions, the acquiring company may enlist a public relations expert to manage communications and influence public opinion.


Given the challenges of handling shareholder approvals, payment logistics, and public relations, working with an experienced Mergers and Acquisitions Attorney in New Jersey is essential. They can ensure all legal and procedural requirements are met, enabling the transaction to progress seamlessly and effectively.

  • Who Regulates Mergers & Acquisitions?

    Mergers and acquisitions are often reviewed for compliance with federal regulations by various agencies. The Federal Trade Commission (FTC) monitors transactions to ensure they do not harm competition, while the Antitrust Division of the Department of Justice handles cases related directly or indirectly to monopolistic practices in business settings like this one - even if there isn't an outright merger between two companies! Finally, we have Securities & Exchange Commission which watches over public offerings involving stock sales, etc. Mergers and acquisitions also must comply with state laws governing shareholder and board approvals, takeovers, fiduciary duties, and other requirements. The laws of the state where the business is incorporated apply.

  • How Long Does It Take For Mergers To Go Through?

    Mergers and acquisitions can take months to complete depending on the structure of the transaction, applicable legal requirements, approvals needed, conditions on the sale, and whether the acquisition is hostile or friendly. Sellers can speed up the process by compiling all necessary documentation and presentation materials before offering the company for sale. Both sides should also employ experienced advisors to facilitate the transaction.

  • Hostile Vs Friendly Negotiations

    Hostile takeovers are more time-consuming and difficult because of anti-takeover provisions in shareholder agreements, state law as well as federal securities laws requirements. This means that when a company is acquired it may have to go through some administration before the transaction can become final which could lead up an elaborate process but also mean great benefits for both parties involved!

  • Target Defenses

    Regardless of whether the target company was looking to sell the business, the board has a fiduciary duty to evaluate in good faith any bona fide offers as well as to obtain the best value for shareholders. If the board rejects the offer, a buyer may try to proceed with a tender offer instead. However, the board can take reasonable steps to resist the takeover, subject to a court’s enhanced scrutiny of the reasonableness of the board’s actions.


    Mergers and acquisitions can be daunting with complex procedural and legal requirements. Relying on experienced advisors can help ensure the transaction is successful and proceeds as smoothly as possible.

At Empire Business Law, we protect and build a protected foundation for your innovation. You can call our office at (855) 781-7705, Schedule an appointment online - click here or fill out our contact form and we will contact you as soon as possible. Contact us today.

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