M&A /
Due Diligence

The decision to buy or sell a business is significant one, and the process can be both exciting and taxing for all parties involved. Hiring attorneys who know how to find value for their clients and how to move deals toward completion can make the difference between a great deal experience and a lousy one. Below are a few thoughts on how the involvement of attentive lawyers can help get deals done.

Due Diligence and Deal Negotiation

An orderly approach to due diligence enables both sides in a deal to understand each other’s priorities and respond appropriately. In contrast, a haphazard approach by either the buyer or the seller can spell the end of a deal before real terms are even agreed upon. This is particularly true of intellectual property assets, because the existence and value of those assets often aren’t clear at first glance.

Close involvement by experienced lawyers enables both sides to get a better view of the facts and their importance. This leads to agreements on valuation and other deal terms that give all parties comfort.

The Definitive Agreement

A deal is only as good as the documentation that records both sides’ obligations and responsibilities. In the negotiation of representations and warranties that leads to the closing of a deal, buyers and sellers often engage in internal debates and battles that can strain the resources of the parties and the relationship between them. An experienced attorney should be able to identify significant terms and steer the negotiations toward items that have a real likelihood of impact on value.

Post-Closure Actions and Disputes

A purchase isn’t necessarily over once the agreement is signed. Sometimes, the representations and warranties both sides spent so much time and effort negotiating and editing have to actually be invoked. An attentive attorney should be able to clearly explain your rights and responsibilities at this stage, and work with both you and the other parties to the contract to get good results.