Mergers and Acquisitions Attorney in Elizabethtown, Kentucky

Mergers and acquisitions are big business in Kentucky as well as the entire nation, valued in billions of dollars. For instance, in 2021, there were over 25,000 M&As in the country, accounting for over $3.4 billion, according to the Institute for Mergers, Acquisitions and Alliances (IMAA). 

Naturally, not all transactions will be at this scale, but that doesn’t make them any less important. At Caleb Bland Law, PLLC, we know you’ve worked hard to get your business to where it is today and that you want to apply the same care and due diligence to a potential merger or acquisition.  

If you’d like to speak with an experienced business attorney about this topic, give us a call to set up a consultation. We’re proud to serve those in and around Elizabethtown, Kentucky, including Radcliff, Shepherdsville, Bardstown, Brandenburg, Leitchfield, Hodgenville, Louisville, Hardin County, Meade County, Grayson County, Breckinridge County, Nelson County, LaRue County, Hart County, Bullitt County, and Jefferson County. 

Types of Mergers and Acquisitions

The term mergers and acquisitions (M&A) is used in a broad sense to describe a business transaction where one company joins with another, which can include the purchasing, absorbing, or acquiring of assets or stock, or through a hostile takeover. Furthermore, each one of these needs to be addressed individually with an eye to the unique business laws that govern it: 

• Mergers: A standard merger occurs when the board of directors for two companies agree to become one, then request permission from their shareholders. 

• Acquisitions: An acquisition occurs when one company purchases a controlling amount of another company’s stocks but both companies keep their respective names and the overall structure of each company remains the same. 

• Consolidations: A consolidation is like a merger except the two combining companies create a wholly new company and establish new corporate structures. 

• Tender Offers: A tender offer is a type of acquisition wherein one company goes directly to the shareholders to purchase the remaining open stocks at a price under market value. 

• Acquisition of Assets: An acquisition of assets typically happens after one company declares bankruptcy and the other buys all their assets. This also requires approval from the shareholders.  

• Management Acquisitions: Also called a management-led buyout (MBO), this type of acquisition is done privately by management but still must have shareholder approval.  

Important Elements of Mergers and Acquisitions

• Financing: How the company will actually be purchased is one of the first things you’ll need to determine. This could be done with cash, assuming the debt of the other company, or with stocks. 

• Business Structure: The structure of your merger will depend on the nature of the two businesses. For example, it may be between two competing businesses, two vertically-integrated companies, or two companies with a similar customer base.   

• Compliance Issues: Concerns about legal, financial, or licensing compliance must be addressed. 

• Documentation: All documents regarding contracts, intellectual property, finances, employee information, data management, and so on must be evaluated before the M&A takes place.    

Due Diligence

Any time you purchase something (from a used car to a company), you must take the time to do your due diligence, and it’s here that a qualified business law attorney can be the most helpful. Your attorney can lead the process of thoroughly investigating the buying or selling company, which includes analyzing the risks and rewards of the merger. Among other things, this includes looking at how the following factors will affect the transaction: 

• Finances 

• Intellectual property 

• Customer base 

• Existing supplier contracts 

• Management concerns 

• Tax implications 

• Cybersecurity 

• Insurance needs 

• Both state and federal regulations 

• Marketing needs 

• Production concerns 

• Market competition 

Potential Pitfalls

Of course, there will always be pitfalls with a transaction of this magnitude that you’ll have to watch out for. Again, working with a skilled lawyer can dramatically help mitigate these problems, but you should be aware of them, nonetheless. A few of these include: 

• Culture clashes: If the company and employee cultures of the two companies don’t mesh well, the merger will be very difficult. Thinking about management styles and how the employees will handle the transition is key to success. 

• Wishful thinking: Just because you’ll be merging with a larger, more established business doesn’t automatically mean you’ll be an equal partner in day-to-day operations. Make sure that this is addressed ahead of time and your roles as a team are clearly defined. 

• Lower than expected profits: It’s common to fall short of projected profits at least in the beginning stages of the merger. The transition period can be tough, and your bottom line may be affected because of it.