Cary, NC Mergers & Acquisitions Illustration
Miranda owns a successful dental practice in Cary. With two offices in the city, Miranda holds a large market share and enjoys a consistent yearly increase in patient volume and gross revenue. She employs a team of ten dentists and has a highly engaged clinical and administrative support team. Miranda’s colleague, Jay, proposes a merger to capitalize on investment opportunities and increase revenue. Unsure of how a merger will impact her business, Miranda turns to her Cary, NC merger & acquisition attorney at NC Planning for assistance.
Cary Mergers and Acquisitions Attorney Guiding Businesses Through Complex Transactions
Business acquisitions and mergers are exceedingly complicated transactions. The experienced Cary Mergers & Acquisitions Attorney at NC Planning can guide your business through each step of the process.
Mergers and acquisitions are two different types of business transactions. A merger or an acquisition is a major event for any business.
Mergers and acquisitions can have extensive implications for the owners, management, employees, and customers. Even in the early stages of a potential merger or acquisition, executives and owners must have legal guidance and services they can trust.
Mergers & Acquisitions Process
A merger or an acquisition may be appealing; both for growth-minded business and professional practice owners or those seeking to sell their business. However, while these terms are often used interchangeably, there are key differences between the two. Mergers involve combining two independent businesses into a single legal entity. Acquisitions, on the other hand, occur when a company and/or its assets become fully absorbed by another business entity. In these situations, one business purchases another outright.
What Is a Business Valuation?
Mergers and acquisitions involve business negotiations between two parties with unique goals and objectives. As such, each party will come to the negotiation with different ideas of how the business is valued. The following business valuation techniques offer objective metrics that can be utilized to value companies in a specific industry:
- Earnings-based approach: based on a business’s ability to earn income in the future, the earnings-based approach looks to the company’s usage of past earnings or the trend of projected future earnings to value the business.
- Market value approach: one of the most straightforward ways to value a company involves looking at the selling price of other businesses in the same market.
- Asset-based approach: based on the value of the hard tangible assets of the business including, furniture, fixtures, equipment, inventory, accounts receivable, general intangibles and the goodwill of the business.
It is important to note that these approaches can be used either separately or in combination, depending on the circumstances of the transaction and the specific companies involved. Cary, NC mergers & acquisition attorneys at NC Planning can provide more detailed guidance on which valuation method would most appropriately benefit your business acquisition or merger.
Letters of Intent
When selling or buying a business, one of the most important documents is the Letter of Intent (LOI). This document serves as an early point in the negotiation process and its purpose is to outline the main points of agreement between both parties.
In essence, an LOI is a formalized document that outlines all topics pertaining to the proposed transaction. It typically consists of a few key points including any agreed upon pricing information, timeline for completion of due diligence and other terms deemed necessary by both parties. In addition, it often includes non-binding language that protects either party from being held liable if negotiations do not work out as intended. Perhaps most importantly, an LOI allows for further negotiations with no commitment or obligation until all parties have reached a final agreement.
The content and purpose of an LOI can vary depending on the specifics of each transaction. Ultimately though, it serves as an effective tool during the early stages of negotiations when both parties are still in the process of defining their specific goals and objectives. Thus a well-crafted LOI is essential for setting up the framework for a successful deal. At NC Planning, our experienced lawyers are here to help you through every step of this complicated process and will protect your interests in any given transaction.
How Can A Mergers and Acquisitions Attorney Help?
The right merger or acquisition can help you reach your company’s short- and long-term business goals. Prior to any merger or acquisition, however, you must consult with a business attorney who will tell you what problems to expect and offer you the right solutions.
In corporate mergers and acquisitions, for example, we help clients take advantage of tax exemptions. We can explain a variety of ways to reduce taxes in a merger, acquisition, or any other major business transaction.
A mergers and acquisitions lawyer at NC Planning can assist you with due diligence, and valuation, and act as your trusted advisor to ensure that a merger or acquisition is compliant with the law, meets your company’s goals, and serves your company’s long-term interests.
How Does NC Planning Help Business Owners and Executives?
Here are some of the other ways that NC Planning helps executives and business owners through a merger or an acquisition. We can:
- Clarify your specific business objectives
- Identify any legal issues involved in or affecting the transaction
- Create a schedule or “roadmap” for the transaction, including a timeline
- Assess regulatory obstacles and obtain regulatory approval
- Negotiate for the best possible terms and conditions for a merger or acquisition
NC Planning is trusted by executives and business owners in the Cary area, throughout North Carolina, and across the United States. Our Complete Corporate Counsel team has experience with mergers and acquisitions in a variety of industries.
What Is Due Diligence?
As the sale of a business progresses, it becomes important to practice due diligence to ensure that the buyer is fully aware of outstanding (or potential) debts and liabilities associated with their purchase. Due diligence is the process of compiling all documents and information pertaining to financial, legal, accounting, or tax-related issues of a business. This is essential to preparing for and mitigating any unexpected roadblocks or pitfalls involved in the acquisition process. Not only does due diligence provide peace of mind to the buyer, but it helps ensure a smooth closing of the deal for the seller and reduces the likelihood of post-sale disputes arising.
Why is Due Diligence So Important?
Of course, you must know about any potential problems with a business you are merging with or acquiring. You’ll want answers to these key questions:
- What is the company’s history and financial condition?
- Are any claims pending? Have there been lawsuits in the past?
- Who are the company’s customers? Who is the company’s competition?
The right merger and acquisitions attorney will help you find and organize the information you need, including title exams and credit checks. An attorney at NC Planning will assist with due diligence, research, licensing, permits, and more. Perhaps our most important contribution will be working diligently to make sure that a merger or an acquisition proceeds as efficiently and as smoothly as possible.
What Are Some Critical Areas of Concern During Mergers & Acquisitions?
Merging with an existing company or acquiring a new practice or business is complicated, with several moving parts that can impact the outcome of the transaction. The following are important considerations to account for during the process:
- Taxes: Working with a business focused legal team alongside your CPA team can be advantageous in the acquisition or business sale process, in that, you and your team will have the opportunity to evaluate and negotiate terms of the deal including purchase or sale price and allocation of that price to the assets being sold, transferred or otherwise conveyed.
- Intellectual property: It is necessary to review real ownership of any intellectual property and put in procedure in place for the transfer of ownership. This can be an area of concern for liability or infringement claims, making it important to exert proper due diligence.
- Property and leases: Real estate or lease agreements should be accounted for in the valuation of a business.
- Business structure and integration: according to McKinsey research, a mere 16% of merger reorganizations meet their goals in the planned time frame. A major overlooked component of this is accounting for business structure and proper integration. Developing a tailored strategy that works for your business goals is imperative.
- Compliance: addressing compliance issues can help ensure that you are meeting necessary corporate requirements and upholding relevant legal standards.
What Comes After a Merger or Acquisition?
After a merger or acquisition, NC Planning offers business planning services that may include:
- Preparing or reviewing leases, employment contracts, and other key business documents
- Identifying and remedying potential problems before they become legal problems
- Long-term planning for succession or the sale of the business
- Reliable general counsel services at your fingertips – only an email or phone call away
Our attorneys believe in building long-term attorney-client relationships. Open, ongoing communication combined with thoughtful, proactive planning let us anticipate potential problems and put the solutions in place in advance.
Over time, as your operation evolves and business laws change, a business planning lawyer at NC Planning will be able to answer your questions, provide legal representation if necessary, and see to it that your plan is implemented and updated as necessary.
After a merger or an acquisition, you will need a comprehensive plan for your business and its future. We routinely create these business plans for our clients.
Choosing the Right Business Acquisition Attorney for Your Practice
While often financially and personally rewarding, the process of buying or selling a business can be arduous and time-consuming. There is a wide range of legal complexities involved in the process, making it important to choose the best business acquisition attorney for your business or professional practice. When hiring a lawyer for your practice, consider their breadth of experience first and foremost. Inquire about the transactions they have been involved in and their experience with stakeholders in your specific industry.
It is also important to account for the lawyer’s fees and the types of services offered by the firm. Each law firm will utilize a different fee structure and offer unique services to clients. For instance, at NC Planning, our Cary, NC mergers & acquisitions attorneys focus largely on corporate counsel and professional practice planning, providing legal guidance to business owners who wish to expand their venture.
How NC Planning Will Help You Plan for the Road Ahead
Planning for the expansion of your business is exciting, but can be equally complex. Cary, NC mergers & acquisitions attorneys at NC Planning can provide the legal guidance necessary to ensure that this process is completed according to your business objectives and goals. To learn more about how we can serve as trusted advisors during the merger or acquisition processes, consider scheduling your consultation at our Cary office, or call us at (919) 900-4720 today.
Schedule A Consultation With NC Planning to Learn More
How can you find out more about NC Planning’s problem-solving strategies and team approach? Arrange a consultation with a mergers and acquisitions attorney at NC Planning. We serve and represent corporate and business clients in North Carolina and throughout the nation.
Let’s talk about your business and the services we provide. Call NC Planning at (919) 900-4720 or complete the contact form here on our website. We’re located in Cary at 5640 Dillard Drive, Suite 101.
NC Planning also has offices in Raleigh located at 4801 Glenwood Avenue, Suite 200. Helping your business succeed is our business.