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Formerly Carnahan, Evans, Cantwell & Brown, P.C.

Mergers, Acquisitions, and Divestitures

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A merger or large acquisition is a significant event in the life of a company and its numerous constituencies – from shareholders, directors, and managers to employees, customers, and communities. M&A lawyers play critical roles in how mergers and acquisitions are evaluated, structured, and implemented.

Mergers and Acquisitions in the United States are governed by a dual regulatory regime, consisting of state corporation laws (e.g., Missouri’s corporate and LLC law and the Federal securities laws (usually, the Securities Act of 1933 and the Securities Exchange Act of 1934)).

There are three typical options for M&A transactions:

  1. a merger, which is the legal combination of two separate entities;
  2. purchase of all or a majority of the ownership interest from the owners; and
  3. the purchase of a business through the purchase of all or substantially all of its assets.

Transactions may entail acquisition of 100% ownership, a controlling interest, or a minority stake.

M&A lawyers advise their clients to ensure the transaction is in compliance with federal and state laws. We work with our clients to evaluate the strategy and tactical advantage of a transaction. We represent our clients in negotiations on the structure of the deal, perform due diligence and assist with the terms of the contract. Our responsibilities extend from negotiating the terms to navigating the entire process by which the client leadership decisions are made. This includes counseling throughout the process on legal obligations, evolving corporate governance standards, and owner relations.