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.
On This Page
- Mergers & Acquisitions Explained
- Our Transaction Services
- The Types of Transactions We Handle
- Acquiring or Selling a Health Care Practice? We Can Help With That, Too
- Performing Due Diligence
- A Note About Nondisclosure Agreements
- We Draft, Review, & Redline Purchase & Sale Agreements
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 are tailored to the unique needs and goals of clients, and include assistance with a range of concerns and issues:
- Letters of intent (LOI)
- Sale agreement or purchase contract
- Due diligence investigations
- Real estate and physical assets
- Environmental issues
- Tax considerations
- Regulatory compliance
- Buy-sell agreements
- Employment and shareholder agreements
- Non-compete agreement reviews
- Indemnification agreements
- Intellectual property and trade secret protection
- Outstanding liabilities and litigation
- Disclosure schedules
- Closing transaction documents
- Confidentiality and non-disclosure agreements (NDA)
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:
- Sale of assets or sale of stocks
- Corporate restructure
- Tender offer
- Acquisition of assets
- Management acquisition
- Business formation
- Partnership dissolution
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.
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.
Here are the broad categories we cover when performing due diligence on behalf of our clients:
- Legal and ownership matters, such as the articles of incorporation or certificate of formation, operating agreements, and organizational charts
- Financial matters, including audited financial statements, written budgets, accounts payable and receivable, debt schedule (as applicable), and more
- Tax information
- Bank and credit arrangements
- Government and regulatory issues
- Real and personal property, including leases
- Intellectual property (trade secrets, trademarks, patents, copyrights) and the methods the company uses to protect that intellectual property
- Business matters, such as key suppliers, client lists, a list and copies of all material contracts or agreements in place, and more
- Compliance policies and any investigations or audits by enforcement agencies
- Employees, compensation, and benefits
- Insurance coverage and claims history
- Pending, resolved, or threatened litigation or legal actions
- Plus, any miscellaneous information the officers of the company deem material
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.
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.
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