Mergers and acquisitions are not an endpoint but the tactical means to achieve larger business objectives, such as market growth, geographic expansion or product diversification. Both sides of the deal—buyers and sellers of businesses—seek to get the deal done right and avoid surprises. Nevers Palazzo transactional lawyers represent clients from the planning stage through closing, identifying potential obstacles and negotiating to mitigate risks while capitalizing on opportunities. We counsel on these aspects of M&A transactions:

  • Mergers and other forms of business combinations
  • Stock and asset purchases and sales
  • Dividend recapitalizations
  • Majority and minority private equity investments
  • Succession planning strategies
  • Alternative exit strategies
  • Mezzanine, subordinated and senior debt financing
  • Investment banker retainer agreements
  • Non-disclosure agreements
  • Employment law compliance and transition issues
  • Real estate purchases and sales
  • Real estate leases
  • Insurance coverage
  • Scope and amount of indemnity obligations
  • Respective rights and liabilities post-closing

Custom Counsel on Complex Transactions

We tailor our counsel to align with clients’ needs and styles. For some clients, we have worked for years to help them prepare for the ultimate goal of selling the business for the best price through an aggressive auction process. Other clients retain us at the letter-of-intent stage, or even later, and effectively focus our efforts to get the deal done.

Our interdisciplinary team is equally successful at structuring and closing complex transactions as small business combinations. We often negotiate against much larger law firms, matching their attorneys person to person with attorneys of greater or similar experience, at significantly lower billing rates.

Efficient in All-Sized Deals

We apply this same approach to efficiently close small M&A transactions, paying close attention to challenges that less sophisticated firms may overlook, such as past compliance with employment laws, the sale of the business premises, leasing property to the buyer, and intricate pre- and post-closing insurance coverage issues. We consider all the angles and will call upon experts and other professionals to ensure our clients receive top-tier and comprehensive representation in such areas as tax, pension plans, employee benefits, industry-specific regulations, and estate planning.

Proactive collaboration with our clients’ investment bankers and other advisors smooths the deal process and supports successful closings and outcomes. Alternately, we can negotiate transactions on behalf of clients, without the involvement of an investment banker or other intermediary.

Nevers Palazzo’s business attorneys take a proactive approach to attacking issues. They often act as business advisors, something unique for attorneys, which is why my clients and I enjoy working with them.

Steve Martini, CPA, Martini, losue and Akpovi