Table of Contents
A commercial lawyer is a legal professional who specializes in providing legal advice and guidance to clients involved in corporate transactions, such as mergers, acquisitions, and divestitures. The main responsibilities of a commercial lawyer may include:
- Due diligence: An M&A lawyer will work with their clients to perform a thorough review of the target company’s legal and financial status, identifying any potential issues or liabilities.
- Negotiation: M&A lawyers assist their clients in negotiating the terms of the transaction, including purchase price, financing arrangements, and post-closing covenants.
- Documentation: Once the terms of the transaction have been agreed upon, an M&A lawyer will draft the necessary legal documents, such as the purchase agreement, disclosure schedules, and other ancillary documents.
- Regulatory compliance: M&A lawyers ensure that the transaction complies with all relevant regulations, including antitrust and securities laws.
- Closing: An M&A lawyer will help their clients navigate the complex process of closing the transaction, which may involve coordinating with other professionals, such as investment bankers, accountants, and tax advisors.
What Does Due Diligence Protect You From?
Due diligence is where a deal is won or lost, and it is the step buyers are most tempted to rush. When you buy a business, you usually inherit its liabilities along with its assets, which can include unpaid taxes, pending lawsuits, broken contracts, and obligations the seller never mentioned. A thorough review surfaces these before closing, while you still have room to renegotiate the price, demand an escrow, or require the seller to fix the problem first.
The structure of the deal changes what you inherit. In an asset purchase, you generally buy specific assets and leave most liabilities behind. In a stock or membership-interest purchase, you buy the entity and everything attached to it. Which structure is right depends on the target, the tax consequences, and the risks the diligence uncovers. We help you choose with the full picture rather than the seller’s summary of it.
What Is a Commercial Transaction?
Business growth can be accomplished in a variety of ways. At AttorneyX, we take a holistic view of business growth by focusing on helping you expand your enterprise, whether it’s by getting the right financing you need, writing a franchise agreement, or raising capital from investors. For example, increasing the capital available at your disposal may enable you to better fund your marketing budget, thus increasing revenue and allowing you to expand your business further. We represent you through all stages of the growth process.
Moreover, as a business owner, you’re given a variety of contracts and licensing agreements to review. You also end up writing contracts which you give to your customers or suppliers. Each situation is unique, and all contracts should be tailored to your business and your specific needs, operations, and risk tolerance. We work with our clients on reviewing contracts on a case by case basis. We work with our clients on joint venture contracts, when they’re entering into a new process or procedure or working in a strategic way with someone else. We can also review contracts proposed by others, and we can help setup form contracts for routine types of transactions such as those on a recurring basis within the business.
Commercial Transaction FAQs
Do I need an M&A lawyer for a small acquisition?
The size of the deal does not change the risk profile, it changes how much you can afford to lose. A small acquisition with hidden liabilities can sink a healthy business. The work scales to the transaction, so a straightforward purchase costs less than a complex one, but the diligence and the purchase agreement matter at any size.
What is the difference between an asset deal and a stock deal?
In an asset deal you buy chosen assets and typically leave the seller’s liabilities behind. In a stock or equity deal you buy the company itself, including obligations you may not see at first. The right choice turns on tax treatment and risk, and it is one of the first things we work through with you.
How long does a typical transaction take?
It varies with the diligence and the negotiation, not with a fixed calendar. Some deals close in weeks and some take months. We have closed complex deals fast when the situation demanded it, including a recent matter we resolved in four days, but speed should follow the diligence, not replace it.
What We Do At AttorneyX
Our Philadelphia business lawyers offer a variety of services to our clients, depending on their business and goals, including:
- Franchise Agreements & Operation Manuals
- Identifying Investors & Raising Capital
- Obtaining Financing
- Affiliate Agreements
- Business Consulting Agreements
- Commercial Loan Agreements
- Marketing Agreements
- Referral and Revenue-Sharing Agreements
- Master Services Agreements
- Preferred Partnerships and Strategic Affiliate Relationships
- Profit Share Agreements
- SaaS Agreements
- Sales Agreements
- UCC and Secured Transactions
- Vendor Agreements
- Joint Venture
- Separation and Liability Release Agreements
Ready to get started? Contact us today for a free consultation.
