Florida Mergers and Acquisitions Attorney

Buying or selling a business may be the largest transaction of your career. The price gets most of the attention, but the terms around it, what exactly is being bought, which liabilities come along, what the seller promises and what happens if those promises turn out to be wrong, decide whether the deal works. Our mergers and acquisitions attorneys help you get those terms right.

Mergers and acquisitions are part of our corporate law practice. We work with acquirers, sellers and acquisition targets on creative deal structures and practical strategies, from letter of intent to closing.

From letter of intent to closing

Most business sales follow the same broad path:

1. Letter of intent. The parties outline price, structure and key terms. Some provisions, such as confidentiality or exclusivity, may be binding even when the rest is not, so the letter deserves careful review.
2. Due diligence. The buyer investigates the business: its finances, contracts, employees, property, intellectual property, liabilities and legal compliance.
3. Purchase agreement. The parties negotiate the definitive agreement, including representations and warranties, indemnification, conditions to closing and any adjustments to price.
4. Related agreements. These can include a non compete from the seller, employment or consulting agreements, leases and transition services.
5. Closing. Documents are signed, funds are transferred and ownership changes hands, followed by any post closing steps the agreement requires.

Asset purchase or stock purchase?

One of the first structural decisions is what the buyer is actually acquiring:

• Asset purchase. The buyer acquires selected assets of the business, such as equipment, inventory, customer relationships and intellectual property, and generally takes on only the liabilities it agrees to assume. Buyers often prefer this structure. Contracts and licenses may need consent from the other party to be transferred.
• Stock or membership interest purchase. The buyer acquires the ownership of the company itself, which keeps its contracts, licenses and history, including its liabilities, in place. Sellers often prefer this structure because it is a cleaner exit.
• Merger. Two companies combine into one under the procedures the law provides for that entity type.

Tax consequences differ significantly between these structures, so we work alongside your accountant when the structure is being chosen.

Due diligence

For a buyer, due diligence is the chance to find problems before they become yours. For a seller, preparing for it is the best way to keep a deal on track. A typical review covers corporate records and ownership, material contracts and whether they can be assigned, real estate and leases, employees and benefits, pending or threatened disputes, regulatory compliance and intellectual property. Where the business owns or leases significant property, our commercial real estate team reviews it with us.

Deal points buyers and sellers negotiate

Beyond the headline price, a few terms tend to decide how much risk each side carries:

• Representations and warranties: the statements the seller makes about the business, and how long they survive after closing.
• Indemnification: who pays if a representation proves untrue, and whether there are caps or thresholds on that responsibility.
• Holdbacks and escrows: part of the price held back for a period to cover possible claims.
• Price adjustments: changes to the price based on the condition of the business at closing.
• Conditions to closing: what must happen, such as third party consents or financing, before either side is obligated to close.

Seller non compete agreements in Florida

Buyers usually want assurance that the seller will not open a competing business across the street. Florida's restrictive covenant statute, section 542.335, addresses this directly. A covenant must be in a writing signed by the person against whom it will be enforced (section 542.335(1)(a)). For a covenant given by the seller of all or part of a business, a restraint of three years or less is presumed reasonable and a restraint of more than seven years is presumed unreasonable (section 542.335(1)(d)3). Those presumptions can be rebutted, and the scope of the restriction still matters, so the covenant should be drafted to fit the business being sold.

Financing and securities touchpoints

Many acquisitions involve outside money: a bank loan, seller financing, where the seller is paid over time, or investors who put capital into the buyer. Each brings its own documents and conditions. When a buyer raises money from investors by selling ownership interests, securities rules can apply, and the process should be handled with care. We help clients understand their options for access to financing and coordinate the financing documents with the purchase agreement, so the money and the deal close together.

Representing sellers

For a seller, the goal is a clean exit at a fair price, with limited exposure after closing. We help sellers prepare the business for diligence, negotiate the letter of intent and purchase agreement, limit the representations, warranties and indemnities they give, and plan the transition. Many owners also revisit their estate plan once the sale proceeds are in hand.

Representing buyers

For a buyer, the goal is to know what you are getting and to be protected if it is not as described. We help buyers structure the acquisition, run due diligence, negotiate protections in the purchase agreement and form the acquiring entity through our business formation service when a new company is needed.

Why work with a boutique firm on a deal

We limit our caseload so that an attorney stays directly involved in your transaction from the first call to closing. Our founding partner, David Cannady, is a former Florida prosecutor, and we draft purchase documents with the possibility of a later dispute already in mind. You can meet with us in Fort Lauderdale, Indian Harbour Beach or at our Orlando office.