Seattle Merger, Acquisition, and Reorganization Attorneys

Mergers, acquisitions, and reorganizations are all a critical part in the life of a business.  Our mergers, acquisitions, and reorganizations practice is centered on helping clients achieve their business objectives.  In this regard, we assist clients by:

• Drafting and negotiating letters of intent outlining the key terms of the transaction.
• Preparing the definitive documents and schedules, and helping clients understand all actions that may be desirable or necessary in connection with the transaction.
• Identifying and executing the steps necessary to obtain shareholder approval.
• Negotiating agreement terms and final text of all agreements and documents.
• Identifying opportunities to minimize risk through transactional agreements. Transactional risks can often be minimized through warranties, covenants, indemnification, escrow, and other creative means.
• Assisting in due diligence efforts. We assist companies in undertaking reasonable due diligence so that the risk of “unknowns” can be minimized.
• Identifying opportunities to structure transactions in a tax-advantaged manner, if possible.
• Determining what contractual consents may be required. Many businesses have change in control provisions in contracts, or even in licenses or other authorizations.  If possible, it is advantageous if transactions can be structured in a way that will not trigger any change in control provisions or require the consent of third parties.  If this is not possible, then we assist companies in developing the list of consents that may be required.
• Preparing and filing state-required documentation, such as Articles of Merger.

If your company is seeking counsel for a merger, acquisition, or reorganization, please contact our firm to learn more about how we may assist your company.