Mergers & Acquisitions

Mergers and acquisitions can serve as an important tool for an acquiring company to diversify its business and create new synergies, and can often provide an important "exit strategy" for the shareholders of a target company. Such transactions, however, raise a substantial number of critical questions that acquirers and target companies alike must contend with. Why is this particular company being acquired? What price should be paid? Should the form of consideration be cash, common stock, preferred stock, short or long term debt securities, warrants, or something else? Does the purchase price need to be adjusted post-closing? Should there be an earn-out? How should the transaction be structured?

Lindabury has extensive experience in representing both acquirers and targets in a wide range of acquisition arrangements, including tax free reorganizations, share exchanges, stock purchases, asset purchases, forward and reverse triangular mergers, spin-offs, recapitalizations, and tender offers. Our practice involves pre-acquisition planning and counseling concerning tactical considerations and compliance with the labyrinth of federal and state regulations that come into play in this area. Through the process from letters of intent, dealing with brokers and finders, corporate approvals, negotiating acquisition agreements, and conducting due diligence, we work to ensure that each acquisition is carefully designed to meet the unique goals of a client.

Areas of counsel:
  • Asset Purchase Agreements
  • Basket Provisions
  • Board Approvals
  • Bulk Sale Laws
  • Confidentiality Agreements
  • Corporate Law
  • Covenants
  • Dissenter Rights
  • Due Diligence
  • Earnouts
  • Employment Agreements
  • Environmental Matters
  • Escrows
  • Executive Compensation
  • Fiduciary Duties
  • Financing
  • Indemnification
  • Intellectual Property
  • Letters of Intent
  • Merger Agreements
  • No-Shop Provisions
  • Pre-Acquisition Planning
  • Purchase Price
  • Representations and Warranties
  • Restrictive Covenants
  • Securities
  • Shareholder Approvals
  • Spinoffs
  • Stock Purchases
  • Tax-Free Reorganizations
  • Tax Matters
  • Transition Agreements
  • Triangular Mergers
  • Venture Capital
  • WARN Act
  • Working Capital Adjustments
Select M&A Transactions:
  • Represented ten affiliated medical device companies operating in 27 states in asset sale to Ohio public company for $30 Million plus earnout
  • Represented Pennsylvania data analysis company in $10.5 Million triangular merger acquisition by California public company
  • Represented New Jersey technology company in stock sale to California acquiring company
  • Represented New Jersey technology company in stock purchase acquisition of California cryogenic equipment company
  • Represented New Jersey environmental treatment company in $5 Million member acquisition by New York environmental company
  • Represented New Jersey industrial brush and mill rolls manufacturing company in asset sale to New Jersey manufacturing company
  • Represented six affiliated pest control companies in asset sale to Georgia company for $80 Million
  • Represented New Jersey petrochemical company in asset sale of division to Ohio company
  • Represented benefits brokerage company in stock purchase of other benefits brokerage company
  • Represented client in asset purchase acquisition of educational services company business
  • Represented New Jersey accounting firm in merger with other New Jersey accounting firm
  • Represented New Jersey payroll and benefits company in series of acquisitions of benefits brokerage businesses
  • Represented New Jersey graphics company in asset purchase of Ohio printing and software business
  • Represented New Jersey video conferencing company in $20 Million asset sale to Missouri company