Legal aspects are a critical component of any M&A transaction. Two documents come to mind in particular, the letter of intent (LOI) and the acquisition agreement. The first signals a mutual interest by both parties to continue exploring the deal, and the second is the legally binding agreement that seals the deal.
The LOI is a major milestone in the M&A process. It’s effectively a gentleman’s agreement because although it is typically non-binding, the two parties essentially agree to move forward with the deal.
The acquisition agreement covers much more than just purchase price. It covers a whole range of considerations – how you will pay for the transaction (cash, stock, other), escrows, buybacks, indemnity, financing contingency, deductibles, thresholds and purchase price adjustments.
It’s essential to hire the right advisors for putting together these documents, conducting legal due diligence and reviewing all the related legal matters. Don’t default to just any lawyer: make sure you employ someone who is directly experienced in M&A. You wouldn’t see a podiatrist for a heart problem, so why go to a family law attorney for a heavily nuanced M&A deal. Experience is critical to protect you from unseen legal hazards, and to achieving your strategic objective for the acquisition.
Learn more about the letter of intent, the acquisition agreement and other critical factors in our upcoming webinar “Contemporary Legal Issues in M&A” led by John McDonald, a partner at Troutman Sanders LLP. John’s strategic M&A practice involves representing publicly traded and privately held buyers and sellers in a broad range of industries, both domestic and cross-border. John received his J.D. in Law from Georgetown University and is a member of the New York State Bar Association, the District of Columbia Bar Association and the American Bar Association.