Mergers & Acquisitions
Ariel Herzog represents buyers and sellers in negotiated acquisitions of privately held companies. The practice covers a transaction from the first term sheet through closing and the post-closing obligations that follow.
Whether a deal is structured as a stock sale, an asset sale, or a merger determines which liabilities pass to the buyer, which contracts require third-party consent, and how the transaction is taxed. That choice is made early and shapes most of the documents that follow.
How a transaction runs
A transaction begins with a letter of intent. Most of its terms are non-binding. The exclusivity and confidentiality provisions are binding, and they are negotiated on that basis.
The purchase agreement allocates risk between the parties: what the seller represents about the business, how the disclosure schedules qualify those representations, and what follows if a representation proves inaccurate. Escrow, holdbacks, and representation and warranty insurance are the usual mechanisms.
Closing is not the end of the transaction. Working capital adjustments, earnouts, restrictive covenants, and the indemnification period all run past it.
The work
- Letters of intent, term sheets, and exclusivity agreements
- Confidentiality and non-disclosure agreements
- Stock purchase, asset purchase, and merger agreements
- Buy-side and sell-side due diligence
- Disclosure schedules
- Ancillary and closing documents
- Employment, non-competition, and equity rollover arrangements
- Closing mechanics, signature management, and post-closing covenants
- Corporate governance and equity matters arising from a transaction
Fees
Scope and fees are agreed in writing before work begins. Where a matter can sensibly be handled for a fixed fee, it is.