Areas of Legal Practice

Shifman & Carlson, P.C. has a reputation of providing quality representation and effective legal counsel in estate planning, real estate, and business law.

Michigan Mergers and Acquisitions Attorneys

Mergers and acquisitions involve the process of buying or selling a business or the merging of multiple businesses into one or several other offshoots. Having a mergers and acquisitions attorney involved in a business sale is crucial for a successful transaction. 

Selling or buying a business can be a lot more complicated than one might imagine. Different laws, tax issues and unforeseen problems can complicate the process. An experienced transactional attorney will know how to navigate these issues and resolve problems that might emerge during the deal process. 

Shifman & Carlson is an experienced law firm assisting individuals, closely held businesses, and other entities in their acquisition or disposition of main street and lower middle market companies. As mergers and acquisitions (M&A) lawyers, we provide cost efficient, and personalized legal services.

Buyers and sellers should ideally have a team of advisors assisting them with their mergers and acquisition process. This includes brokers, financial advisors and accounts. As attorneys, we help our client considers important deal questions such as:

  • What is the price?
  • What is the form of the sale? And does it advantage the buyer or seller?
  • How broad are the indemnification obligations?
  • Can the transaction be cancelled if I find I don’t like the company?
  • Can we protect confidential information as part of the due diligence stage?
  • Are business’s contracts assignable or will I need third party approvals?
  • Are key employees remaining with the business post sale?

Below are some of the common practice areas that our business lawyers can assist in your acquisition/sale, corporate merger, related transaction.

Letters of Intent/Confidentiality Agreements

Letters of Intent (LOI) and Confidentiality Agreements are two important documents that must be negotiated prior to the inking of a final purchase agreement. These agreements set the expectations of the parties in a transaction and should not be overlooked.  The LOI is often overlooked in the deal process, but it can set important deal parameters. We will negotiate these agreements for our client.

Definitive Purchase Agreements

The purchase agreement is the most critical document negotiation in a business transaction. It will outline the essential contract terms such as price, sale structure (asset or stock), and payment terms.  We help clients negotiate these important provisions so that their interests are protected.  While everyone wants a deal to get done, we also want our client to be treated fairly and protected in the event of an adverse situation.

Transaction Due Diligence

Due diligence is a key aspect of purchasing a business. It is the one time a buyer will get to look “under the hood” of a company to see what exactly they are buying before executing on the sale. We assist buyers in requesting and verifying documentation from the seller so that risks are properly understood. Examples of our diligence services would include reviewing financials, verifying assets ownership, and analyzing contracts. For sellers, we likewise will assist in responding to requests in compliance with parameters established by the purchase agreement. 

Deal Structuring

Mergers and Acquisitions require careful attention to the form of the transaction.  A deal can be structured as a stock sale, in which the new owners simply take over ownership by purchasing equity in the business. Or, commonly, the transaction can take the form of an asset sale where the buyer purchases the assets and starts a new business. There are many nuances involved in each transaction type and we can help consult clients on the most appreciate structure to achieve goals such as reducing liability or preserving existing contractual relationships  

Board/Ownership Counsel

We counsel the owners of a business on how to proceed in a transaction. While some sales might involve just one or two owners of a business, others can involve many more owners or a board which must approve a sale. When the sale involves a board of directors, we ensure they understand their fiduciary duties with respect to the shareholders. 

Closing Documents

There are a number of “standard” documents needed for a business closing. These can include “bring down” certificates, creditors affidavits, and authorizing resolutions. We make sure that all the documents signed at closing will comport with the definitive purchase agreement and other agreements required as part of the deal negotiations. 

Non-Competition Agreements

Buyers often require sellers to agree to stay out of the industry for a few years post close. This prevents the seller from turning around and immediately starting a similar business that will compete with the buyer’s business. We help clients negotiate these non-compete agreements on terms they deem reasonable so that they are not taken advantage of. 

Earnouts and Consulting Agreements

Sellers may have a financial interest in the performance of the company post closing, or may even remain involved in the company operations for some time. To achieve this, parties may use an earnout provision, which is often used to bridge a value gap in price between buyer and seller. Here, the seller will be compensated additionally post close depending on the performance of the company. Relatedly, a buyer may want a seller to stay on board with the company after closing to assist with the transition for a limited time or possibly several years. The post-closing relationship should be built not only on trust but strong contractual language in order to avoid disputes down the line. We can advise our clients on how to properly structure these arrangements. 

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