Mergers & Acquisitions

The firm provides legal representation in connection with the analysis, drafting, and negotiation of asset purchase agreements. The asset purchase agreement is the principal document to be executed by the purchaser and the seller as part of a business acquisition structured as an asset purchase transaction. The firm strives to assist clients, whether on the purchaser side or the seller side, in understanding all elements of the asset purchase agreement, including provisions dealing with assets to be acquired and liabilities to be assumed by the purchaser, purchase price and purchase price adjustments, tax matters, representations and warranties, indemnities, baskets, liability caps, survival periods, contract termination rights, and non-competition in order to craft an asset purchase agreement that achieves the legal and economic goals of the client.

The firm provides legal representation in connection with the analysis, drafting, and negotiation of letters of intent as part of a business acquisition transaction. The letter of intent is a document executed by the prospective purchaser and the prospective seller early on in the acquisition transaction process. The letter of intent provides a general outline of the critical business and legal terms of the proposed transaction, and is used by the prospective purchaser and the prospective seller as a way to confirm their mutual understanding of the key deal points before the parties spend significant time and expense in pursuing the acquisition transaction. The firm strives to assist clients, whether on the purchaser side or the seller side, in understanding the purpose and legal effect of the letter of intent and in deciding what types of provisions to include in the letter of intent before moving forward in the acquisition process, including provisions dealing with the purchase price, manner of payment, hold-backs and escrows, indemnities, limits on liability, no-shop and exclusive dealing, non-competition, and employment.

For many, purchasing or selling a business is the most important business transaction they will ever undertake. It is often a path riddled with numerous potential hurdles, such as liability risk and taxation issues at both the state and federal level. We strive to assist our clients to understand these issues and to structure the transaction in a manner that achieves their financial and personal goals.

Our firm seeks to provide sophisticated and creative legal representation to both buyers and sellers in connection with mergers, asset acquisitions, stock and equity acquisitions, and other types of business combinations involving privately held (non-public) companies in the travel industry, including travel agencies and suppliers. Whatever the agreement, we handle virtually every aspect of a merger and acquisition transaction and can help guide our clients through the entire process. The scope of our services includes: (1) analyzing and planning the appropriate transaction structure, (2) preparing and negotiating letters of intent and confidentiality agreements, (3) conducting legal and business due diligence and investigation, (4) analyzing, preparing, and negotiating acquisition agreements and ancillary documents such as employment agreements, consulting agreements, stock options, and real estate leases, and (5) coordinating and negotiating with third parties who are affected by the transaction, including lenders, landlords, governmental agencies, and other business relations.

The firm provides legal representation in connection with the analysis, drafting, and negotiation of purchase agreements for the sale of partnerships, limited partnerships, and limited liability companies (whether the transaction is structured as an asset purchase or equity purchase). The purchase agreement is the principal document to be executed by the purchaser and the seller as part of an acquisition of a partnership, limited partnership, or limited liability company. The firm strives to assist clients, whether on the purchaser side or the seller side, in understanding all elements of the purchase agreement, including provisions dealing with liability risk, purchase price and purchase price adjustments, tax matters, representations and warranties, indemnities, baskets, liability caps, survival periods, termination rights, and non-competition in order to craft a purchase agreement that achieves the legal and economic goals of the client.

The firm provides legal representation in connection with the analysis, drafting, and negotiation of purchase agreements for the sale of partnerships, limited partnerships, and limited liability companies (whether the transaction is structured as an asset purchase or equity purchase). The purchase agreement is the principal document to be executed by the purchaser and the seller as part of an acquisition of a partnership, limited partnership, or limited liability company. The firm strives to assist clients, whether on the purchaser side or the seller side, in understanding all elements of the purchase agreement, including provisions dealing with liability risk, purchase price and purchase price adjustments, tax matters, representations and warranties, indemnities, baskets, liability caps, survival periods, termination rights, and non-competition in order to craft a purchase agreement that achieves the legal and economic goals of the client.