What to Know about Merger Agreements in Florida
If you have been asked to consider a business merger, it is imperative that you understand everything about what is involved before agreeing to it. If your company has shareholders, most states will require that a majority of them approve a merger in cases where it has a major impact on either the target or the acquiring company. If management holds sufficient shares of the capital stock in the company with controlling voting rights, one or more consents to action without action without a meeting by shareholder(s) may be sufficient to effectuate the corporate action.
If your company is subject to the Securities and Exchange Commission’s disclosure rules, shareholders need to be put on notice about the merger either through an information statement on Schedule 14C or a proxy statement on Schedule 14A. These SEC filings will describe the merger’s terms, as well as what shareholders can expect to receive if the merger moves forward.
Understanding all of the legal issues and required disclosures of a merger can be challenging. You should not attempt to negotiate and execute a merger without assistance of counsel. An experienced securities/corporate lawyer can provide the expertise necessary to guide your company and you through the several issues in merger transactions
Price and Consideration in a Merger
When you are dealing with price and consideration in a merger contract, these issues should be included in the letter of intent. What will the consideration be? Will this deal require cash up front to cover the entire purchase price? Or will the consideration be all or partly consisting of stock in the buyer’s company? If there will be a promissory note, it must state whether it is secured or unsecured, whether a third-party guarantee is required, what events constitute a default, etc. You will also need to negotiate both the principal and interest payments.
What to Consider When Negotiating a Merger Agreement
When you are negotiating a merger agreement for a private company, there are a number of different issues you need to consider. Some of these include:
- Employment
- Liability
- Legal Issues
- Intellectual Property
- Business Operations
- Taxes
When you fail to do your due diligence regarding these topics, it can create a high risk for your shareholders and you. Also, there is the possibility of indemnification liability once the merger is finalized.
What a Florida Mergers Attorney Can Do for You
The success of your merger will depend heavily on the skills of your attorney and the team negotiating the terms. Some of the services a mergers attorney can help with include:
- Negotiating the terms of the agreement
- Preparing the disclosure documents
- Ensuring you are in compliance with anti-fraud laws
- Drafting private placement memoranda
- Preparing all documents to be filed with the appropriate regulatory agencies, including FINRA, SEC, and OTC Markets Group
- Registering the shares offered in the merger
Paperwork in a merger can easily exceed several hundred pages, including all of the certificates, letters, and ancillary agreements which govern the surviving business entity. Some of this paperwork can include filings and documents with other regulatory agencies like the OTC Markets Group, the Financial Industry Regulatory Authority (FINRA), the FTC and the SEC.
Unless you are an expert at mergers, there is no way you want to risk getting it all right by yourself. When you hire an experienced mergers attorney, you are getting the benefit of your attorney’s years of experience. At the Law Office of Clifford J. Hunt, P.A., we have extensive experience handling both acquisitions and mergers. We can assist your company with preparing all the required documents to ensure a successful merger.
Contact a Seminole Attorney Today
If you are looking at a possible business merger or acquisition, it’s imperative that you speak with someone first. Contact a Florida mergers & reverse mergers lawyer at the Law Office of Clifford J. Hunt, P.A. today to schedule an initial consultation.
