MERGERS ✅ BUSINESS ✅ SERVICES

Stage 1. Preliminary Audit and Merger Feasibility Analysis

Lawyer's Actions:

Analysis of both companies' corporate structures.
Legal risk assessment including tax, regulatory and employment aspects.
Antitrust risk evaluation.
Development of merger legal strategy (M&A Strategy).

Stage 2. Legal Due Diligence

Lawyer's Actions:

Collection and analysis of target company documents: incorporation documents, contracts, intellectual property, litigation, debts.
Preparation of due diligence report with identified risks.
Providing recommendations for deal structuring.

Stage 3. Preparation of Merger Transaction Documents

Lawyer's Actions:

Drafting/reviewing:

Merger Agreement.
Shareholders Agreement.
Amendments to corporate documents (Articles of Incorporation, Bylaws).

Negotiating terms of assets/liabilities transfer.

M&A Transaction Support in the US

A merger isn't just "combining two logos." It's a complex operation: legal pitfalls, tax complexities, regulatory approvals, and delicate human dynamics. Proper support transforms risk into a manageable project and creates opportunities for synergy — quickly and cleanly.

What Does Legal Support Actually Do?

Legal Due Diligence — reviewing contracts, IP rights, disputes, licenses, and obligations;
Financial-Tax Analysis — assessing hidden liabilities and proposing tax-efficient structures;
Deal Structuring — stock/equity schemes, asset/stock purchases, share exchanges;
Document Preparation — term sheets/LOIs, SPA/APA, disclosure schedules, indemnity agreements;
Regulatory Matters — antitrust notifications, industry permits, SEC/FINRA requirements (for public companies);
Counterparty Management — obtaining contract assignment consents, notifying suppliers and clients;
Risk Management & Escrow — buyer/seller protection mechanisms, risk insurance (R&W insurance);
Post-Merger Integration (PMI) — merging processes, IT systems, employees, and corporate culture.

Why Is It Risky Without Professionals?

One missed license — and asset transfer gets blocked;
Wrong deal structure — millions in unnecessary taxes;
No integration plan — loss of clients and key employees;
Unaddressed reputational/regulatory risks — lengthy audits and fines.

M&A legal counsel isn't an expense — it's deal insurance.

Deal Stages — What Happens and When

Pre-deal / Preparation — quick legal check (red flags), strategy formation.
LOI / Term Sheet — key commercial and legal terms.
Due Diligence — deep review (legal, tax, HR, IT, environmental).
Negotiation & Documentation — SPA/APA, schedules, disclosures, warranties.
Regulatory Approvals — HSR/antitrust, industry licenses, notifications.
Closing — settlements, rights transfer, final document signing, escrow.
Post-Close / Integration — team unification, system integration, contract harmonization.