In the business world, Merger is a term in the business world as a process of merging two or more companies to form a new company. In conducting a merger, several companies of the same size will agree to integrate and combine their operational activities into a single entity.
While Acquisition is the purchase or takeover of a company by another company. Later the shares or company assets that are purchased or called the target company become the property of the buying company or are called the acquiring company.
Most companies use acquisition strategies to achieve faster growth, strong competitiveness, and business expansion rather than having to build their own business units. By making an acquisition, it is expected that the acquiring company can gain a wider market share, increase profitability, and others.
Business Mergers & Acquisitions
If you are considering an M&A deal, there are many factors to consider. The following are just a few of these factors.
- Can the agreement be structured as a tax-free exchange?
- If not tax-exempt, will there be ordinary gains or capital gains recognized in the agreement?
- Are there any gains from the transaction that should be recognized by shareholders or the company?
- Does the acquired company have any tax attributes to consider, such as carry-forward losses?
- What is the legal structure of the acquired company? Is it a Limited Liability Company, Public Company, Cooperative, Foundation, or something else?
- Will sales or transfer tax issues arise from the transaction?
J&A works as a team with a dedicated approach to successfully complete the deal. J&A approaches each transaction from the outset as a member of the client’s team, working side by side with other relevant areas of expertise (eg accountants, management consulting and the like) to ensure that the strategic and business objectives that drive the agreement are achieved. J&A has the experience and insight to serve as a trusted advisor and team member in the overall transaction process which is generally relatively complex and important for business.
J&A provides tailored advice to meet the client’s business needs, using a collaborative, comprehensive and highly dedicated approach.
J&A is experienced in a variety of issues that arise throughout its processes which often involve various regulatory, antitrust, bankruptcy, employee benefits, environmental, labor and employment, litigation, securities, and tax issues.
J&A recognizes that, when it comes to M&A, one size does not fit all, and we take the time to study your business inside and out, adding value to the process by developing an in-depth understanding of where your company or organization is, where your company is headed, and the best way to get you there.
J&A works and partners with strategic buyers and sellers, public and private companies, private equity firms, family owned businesses, venture capital funds, management teams, boards and board committees, investment bankers, lenders and other interested parties from all sectors of the economy to assist in all aspects of strategic transactions including:
- Public and Private Mergers & Acquisitions;
- Corporate Portfolio Investments and Add-On Acquisitions for Private Equity and Venture Capital Funds;
- Restructuring and Reorganization;
- Recapitalization;
- Divestment, Spin-Off and Carve-Out;
- Joint ventures;
- Leveraged Buyouts;
- Purchasing Management;
- Private Transactions; and
- Tender Offers, Takeovers (including breaches, defenses, and SEC regulations) & Proxy Disputes
- Litigation Mergers & Acquisitions
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Litigation
To keep clients in check, J&A provides litigation advisors to clients to facilitate their business objectives in corporate deals, whether by ordering transactions, ensuring transactions are completed, or defending client rights when transactions fall apart or problems arise after the deal is closed.
In addition to experience in Court courtrooms, J&A is also frequently asked by clients about strategies for avoiding litigation or negotiating a successful outcome without lawsuits. In such cases the client regularly consults with J&A before or at the start of the deal, either in anticipation of litigation or simply because they value our perspective, expertise and experience. J&A assesses pending lawsuits. To that end, J&A regularly works side by side with related clients.
Why J&A ?
Acquiring companies or merging companies is a strategy that can help develop a company or company product line. The intricacies of executing a successful business merger or acquisition can sometimes be quite confusing and that’s where J&A can help.
J&A can assist with all aspects of the deal, such as:
- Letter of Intent (LoI)
- Agreements & Contracts
- Restructuring & Reincorporation
- Transaction Management
- Feasibility test
- Negotiations
- Documentation & Compliance
- Employment and Labor Contracts
- Taxation issues (team up with public accountants)
- Leveraged Buy-Out
J&A understands the internal and external pressures that can occur or are experienced and must be faced by the client during a transaction and the emergence of industry-specific issues that are critical to the success of the deal. J&A guides clients through every stage of the agreement, from due diligence and structuring, negotiation and preparation of agreement documents, post-transaction transition and post-merger integration.
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