Mergers & Acquisitions
Dowling Aaron Incorporated provides sophisticated business and legal counsel regarding mergers, acquisitions, business reorganizations and other significant corporate transactions for clients of all sizes and in a variety of industries. Dowling Aaron Incorporated has a strong track record of successful transactions due to its personal relationship with each client and in depth knowledge of each client’s individual business goals and objectives.
Members of Dowling Aaron Incorporated’s Mergers and Acquisitions Group regularly act as advisors for purchasers, sellers, target companies, investors and lenders in a wide variety of acquisition and merger transactions. Dowling Aaron Incorporated works closely with executives and in-house counsel to assemble appropriate legal teams for each transaction drawing upon the expertise of Dowling Aaron Incorporated’s attorneys in each key practice group. Dowling Aaron Incorporated utilizes this team approach to quickly and efficiently achieve the client’s goals and objectives and close the transaction on the terms and according to the schedule desired by Dowling Aaron Incorporated’s clients.
Transactions range from conventional privately negotiated share and asset purchases to sophisticated acquisitions and corporate restructurings. Dowling Aaron Incorporated attorneys work closely with clients in order to determine the client’s specific goals and objectives and the most efficient methods to achieve them. Dowling Aaron Incorporated counsels clients regarding all of the key issues which arise in a complex transaction. For example, Dowling Aaron Incorporated advises clients regarding entity structure, due diligence, representations and warranties, indemnifications, tax structuring, intellectual property, securities, financing, escrow, risk management, confidentiality, non-competition and non-solicitation agreements, employment and other related issues.
Dowling Aaron Incorporated attorneys have significant experience and skill in all aspects of acquisition and sale transactions, including but not limited to, the following:
- Exploring strategic decisions and alternatives for businesses considering major transactions, including but not limited to, analyzing key business and tax issues
- Structuring acquisition and ownership arrangements
- Negotiating and drafting confidentiality agreements, letters of intent, offers to purchase, share and asset purchase and sale agreements, escrow agreements, assignment agreements, non-competition, non-solicitation and other restrictive covenant agreements, loan agreements, consulting agreements, indemnity agreements, personal guarantees, employment agreements and other transaction related commercial agreements
- Structuring and effecting pre-closing reorganizations of target companies
- Structuring debt and equity financing
- Undertaking and coordinating a comprehensive due diligence review for purchasers and assisting target companies to prepare for the sale
- Coordinating board, shareholder and third-party approvals and consents required to consummate the transaction, such as any required lender, landlord, customer and supplier consents
- Advising on tax, securities, employment, employee benefit and liability issues
- Advising on intellectual property ownership, transfer, licensing and related issues
- Assisting with closing, post closing and transition matters including security for payment of the purchase price, earn-ins, earn-outs, holdbacks, adjustments and set-off arrangements
- Assistance with integration and structuring of the new combined business operation
Practice Group Members: Richard M. Aaron, Christopher A. Brown, Larry B. Lindenau, Ronald A. Henderson, Russell F. Hurley, Philip B. Laird, Kevin C. Grant, Timothy J. Larson, John C. Ganahl, Nathan W. Powell