Mergers & Acquisitions

Houston Mergers & Acquisitions Lawyers

Texas Attorneys Providing Legal Counsel for Mergers & Acquisitions

At Hendershot Cowart P.C., our team of lawyers has helped companies across Texas complete mergers and acquisitions, establish joint ventures, and navigate other high-stakes transactions for 35 years. Leveraging more than a century of collective experience in business and health care law, we take a methodical, comprehensive approach to addressing regulatory, contractual, and financial issues inherent to mergers and acquisitions.

To schedule a consultation with an experienced Merger and Acquisitions lawyer, call (713) 909-7323 or contact us online. We serve clients across the state of Texas.

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Mergers & Acquisitions Explained

When it comes to sustainable business growth and consolidation, mergers and acquisitions have long been essential strategies. As complex transactions that involve buying, selling, merging, or divestitures, mergers and acquisitions have significant potential to shape the dynamic of a particular company, or the industry in which they operate. Mergers and acquisitions refers generally to the consolidation of companies or assets.

Although used interchangeably by some, there are distinct differences between the two:

  • Mergers – A merger generally involves two (or more) companies of similar size that agree to move forward as a single business entity.
  • Acquisitions – In an acquisition, an acquiring company purchases another company’s ownership stakes (or a majority stake), with both maintaining a separate legal existence. This often includes a target company’s stocks and assets and allows the acquiring company to make decisions without approval from a target company’s shareholders.

Our Transaction Services

Our transaction services are tailored to the unique needs and goals of clients, and include assistance with a range of concerns and issues:

The Types of Transactions We Handle

Mergers and acquisitions can entail a number of different transactions, as well as various legal, market, and contractual issues that are company- and industry-specific. They can be used to achieve specific objectives, such as expansion and greater market share, increased synergy, tax and operational efficiency (economies of scale), new niche offerings, or diversification and risk reduction.

Our M&A attorneys have experience with the following types of transactions:

Acquiring or Selling a Health Care Practice? We Can Help With That, Too

Hendershot Cowart P.C. is well-versed in the complex laws surrounding the health care industry, as well as the practical needs health care providers of all types have when starting or making structural changes to their businesses. For over 30+ years, we have earned a reputation as one of Texas' preeminent law firms handling setups, mergers and acquisitions of medical practices for health care professionals.

Performing Due Diligence

Mergers, acquisitions, and other high-value business deals all call for due diligence upfront. That complex work is best performed under the guidance of a business mergers and acquisitions attorney. Our firm starts the inspection period with a 100-point due diligence checklist and then customizes it to each client’s unique transaction.

Our due diligence checklist covers a wide range of information to help guage a company's health, including:

  • Legal Structure and Ownership: Articles of incorporation, operating agreements, ownership structure.
  • Financials: Audited statements, budgets, debts, accounts.
  • Taxes: Tax information and filings.
  • Financial Arrangements: Loans, credit lines, banking relationships.
  • Regulations: Compliance with government regulations, internal compliance policies, and any regulatory investigations.
  • Property: Real estate, equipment, leases.
  • Intellectual Property: Patents, trademarks, copyrights, and their protection strategies.
  • Business Operations: Key suppliers, customers, contracts (including the assignability of existing contracts).
  • Human Resources: Employee information, employment agreements, compensation, benefit plans.
  • Insurance: Coverage details and claims history.
  • Legal Issues: Lawsuits, legal actions, and potential liabilities.
  • Additional Information: Any other relevant details from company officers.

A Note About Nondisclosure Agreements

The business you are buying will not want to turn over company information and trade secrets without protections in case the deal falls through. As such, the seller may ask you to sign a nondisclosure agreement (NDA) or confidentiality agreement. Disclosing confidential information is an integral part of buying a business, so it is in everyone’s best interests to agree to a detailed NDA.

Whether or not the deal works out, the NDA will protect both parties from litigation, so long as it is clear and enforceable. An experienced business lawyer can draft an NDA that works for everyone involved.

We Draft, Review, & Redline Purchase & Sale Agreements

If you do not have a lawyer to help you draft the terms of the sale, you should at least have one review the agreement before you sign it. Why? From real estate, to assets, intellectual property, indemnity, trademarks, and outstanding liabilities & litigation, you need to define in the contract who is responsible in each area and exactly when and how the responsibility shifts from the seller to you as the buyer.

At the very least, the purchase and sale agreement will clearly identify the following:

  • Parties and the business to be sold
  • State whether the sale is a transfer of a company as an entity or of assets only, and then list those assets;
  • Specify the sales price and how it will be paid;
  • Provide for earnest money;
  • Include an inspection period for the buyer’s due diligence;
  • Contain representations and warranties by both seller and buyer;
  • Provide protections for confidential information such as trade secrets and a confidentiality agreement;
  • Specify conditions precedent that must be met for the transaction to close;
  • Provide remedies in the event either party defaults.

Accompanying the purchase and sale agreement should include various documents such as deeds, an inventory of personal property, a list of liabilities, a copy of the office lease, copies of employee agreements and more.

Speak With a Texas Mergers & Acquisitions Lawyer Today

Hendershot Cowart P.C. is readily available to assist companies across Texas in facilitating strategic transactions that create the foundation for future success and growth for your business or medical practice.

If you would like to discuss a potential merger or acquisition, or speak personally with an M&A lawyer about our legal services, call (713) 909-7323 or contact us online.

Why Choose Our Team? Unwavering Commitment to the Success of our Clients
  • We Shoulder the Legal Burden.™
    And let you get back to business.
  • We Want to Be Your Law Firm for Life.
    We take a vested interest in our clients' success – from start to finish.
  • We Believe in Prompt, Personal Attention.
    As a boutique law firm, we unite real experience with personal attention.
  • We Serve Clients Throughout Texas and the Nation.
    We handle matters from the Red River to the Rio Grande and beyond.
  • In Business Since 1987.
    Let us put the full force of our 100+ years of combined experience to work for you.

What Our Clients Say

  • “These folks represented me well and Ray was awesome. Ray was extremely easy to communicate with and was easy to get ahold of Ray also made himself available when I had questions or needed clarification on things. 10/10 would recommend.”
  • “Philip has been nothing short of amazing! He genuinely cares about his clients and is very accessible, a quality that is rare to find in other lawyers. He is meticulous and efficient, which are great qualities to have. I cannot recommend him enough.”
  • “Ian McNeill is a fantastic lawyer and a great person. I had the pleasure of working with him closely on a high level PSM OSHA project, and our company's top leadership group was very impressed with the outcome of the project.”
  • “Great communication and extremely knowledgeable team.”
  • “The Hendershot Cowart Law Firm has been and will continue to be part of our legal team. They provide the utmost professional services towards our South Texas medical practice. Trey Hendershot and Keith Lefkowitz are very receptive, skilled and amazing...”
  • “My business partner and I had a very complex time sensitive situation with a breach of a contract on a real-estate transaction. We hired Ky Jurgensen to help with the case and he took action immediately, same day we called he went to work.”

We Are on Your Side

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