Mergers & Acquisitions

Ziegler, Ziegler & Associates LLP has an international reputation for the effective and comprehensive handling of mergers and acquisitions issues, including:

  • Acquisitions and divestitures of stock, assets and other forms of M & A transactions including stock swaps
  • Tender and exchange offers
  • Reverse mergers
  • Choice of entity
  • Corporate formalities
  • Leveraged buyouts
  • Drafting and negotiation of relevant agreements
  • Reorganizations, re-incorporations and restructuring
  • Cross-border acquisitions
  • Spin-offs and roll-ups
  • Stockholder rights plans ("poison pills") and other defensive measures

Our attorneys are skilled at representing all forms of business entities from initial inquiry to merger and acquisition to exit strategy in handling the complexities presented at each step of the M & A process. We are especially adept at handling the diverse issues facing international companies seeking a presence in the United States.

Acquisition Structuring: Stock and Asset Purchases

The fundamental decision to make in considering an acquisition is whether to achieve it through the purchase of the assets or the stock of the entity. Armed with decades of experience, the attorneys at Ziegler, Ziegler & Associates identify the transaction structure that will best suit the long-term needs of your business and guide you in negotiating the terms of such arrangement with the other parties to the deal. Although there are some clear advantages and disadvantages to either approach for both parties, there are also many less obvious nuances that only experienced counsel can identify. The inclusion of these additional negotiation points in acquisition talks can be an enormous boon to clients by giving them added leverage to use to press for a structure that best suits their business goals.

Our overall approach to M & A is rooted in our background in business transactions and corporate regulatory compliance. We emphasize exhaustive pre-planning and forecasting in order to identify potential problems and correct them before they evolve into expensive litigation. The goal is always to avoid overlooking seemingly minor points that may prove costly down the road.

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