Our Merger and Acquisition Practice
The market for the puchase and sale of businesses in Raleigh, the Research Triangle, and throughout the state of North Carolina is very active, but the decision to acquire or sell a corporation, LLC, or other type of company, in any type of deal structure, is one that is complex and fraught with unseen risk. With any merger or acquisition, there are business law, financial, and tax ramifications which each require the incorporation of expert analysis and evaluation. At the Peck Law Firm, we not only provide advice and counsel, we also incorporate a collaborative approach to help our clients assemble a highly qualified and effective team whose collective knowledge and experience will guide them through due diligence and risk assessment, structure a favorable deal, provide advice on tax planning issues, and negotiate the many complex details inherent in nearly all merger and acquisition deals.
At the Peck Law Firm, we work hard on behalf of our business law clients to assist in the evaluation of all aspects of a potential merger or acquisition to make certain the proposed purchase or sale is in our clients’ best interest. We understand the motivations and concerns of the various participants in a wide range of transactions, and use this understanding to achieve and deliver creative and business-oriented results for our business clients. We prepare all documentation to comply with applicable business laws and satisfy all applicable regulatory requirements. We represent our clients' best interests and work to ensure that the merger or acquisition deal is fundamentally sound and that our clients understand both the risks and benefits of a proposed deal.
- Counsel regarding Mergers, Acquisitions, and Divestitures
- Representation of Buyers or Sellers Through all Stages
- Preparation of Acquisition Agreements, Security Instruments
- Promissory Notes, Leases, Licenses, and other legal documents
- Assistance with Franchises and Commercial Real Estate
- Management of Due Diligence; and Assistance with Financing
We understand the pressure that parties are frequently under pressure to complete a transaction quickly, and generally the staff at the Peck Law Firm can accomodate a quick turnaround time. However, we also believe our business clients should be aware that taking short cuts through the initial letter of intent phase, or through due diligence, can lead to serious strategic problems or even catastrophic financial distress. By working closely with our clients at the very outset and through every phase of a transaction, The Peck Law Firm can effectively assist you to close in a timely manner and protect significant financial interests.
Buying an Existing Business or Professional Practice
Often one business may seek to acquire another to complement or to diversify its business interests. If you are considering buying an existing business or professional practice in North Carolina, or particularly in the Raleigh or Research Triangle area markets, there are a number of actions you need to take to protect yourself before signing any documents or contracts. We will assist you in determining the appropriate legal entity, i.e. whether forming an LLC, a Corporation, or some other entity, that should buy the business and we will negotiate the terms and conditions of the sale. As part of the buying process, client's will then go through what is known as the “due diligence” process, which means inspecting the books and records of the business you intend to buy to confirm their accuracy, as well as examining liens, judgments, environmental matters, as well as other factors affecting the seller or any property that is included in the sale such as equipment, land and buildings.
Selling an Existing Business or Professional Practice
If you are considering selling an existing business or professional practice, there are a number of actions that should be taken before offering the business for sale in order to maximize the sales price and reduce problems during a pending sale. A potential seller will want to review the operational structure and personnel of the existing business or professional practice before selling. We recommend that a “business audit” be conducted on your business prior to its sale. The purpose of the audit is to determine if there are any issues that can adversely affect a sale of the business. It is always better to find out prior to a sale if there are issues that need to be corrected. We will assist you in establishing an offering price for your business and in negotiating the sale agreement. The Peck Law Firm can also assist you in your efforts to effectively market your business to qualified buyers. For both business enterprises and professional practices, we regularly work with a number of experienced business brokers who can bring qualified buyers to the table.
WHEN A SIGNATURE MAY NOT BE ENOUGH
A corporate or limited liability company signature on a letter of intent or offer to purchase may not be enough. In North Carolina, it is essential that a resolution of the board of directors or a resolution from all of the members and mangers of an LLC is also executed authorizing such conveyance.
The North Carolina Business Corporations Act, NCBCA only authorizes fundamental corporate changes if there is approval by a majority of shareholders and the board of directors. A change is fundamental if it is a merger or share exchange, a sale/disposition of substantially all assets not in the ordinary course of business, amendments to the articles of incorporation, dissolution, or revocation of dissolution proceedings. At the Peck Law Firm we will provide the guidance needed to ensure full compliance with all applicable corporate laws and that your contracts will be enforceable.
For additional information concerning Mergers and Acquisitions, please click on the following link: