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Mergers and Acquisitions

Smith & Liss, LLC represent clients in a wide variety of matters related to mergers and acquisitions (M&A), guiding strategic and financial investors – including buy-out and venture funds, lenders, and public and private operating companies – through a range of M&A transactions including:

  • Recapitalizations
  • Mergers
  • Consolidations
  • Stock purchases
  • Asset purchases
  • Divestitures
  • Stock repurchases
  • Self-tenders and tender offers
  • Exchange offers
  • Asset dispositions
  • Debt restructuring
  • Control and minority investments
Our attorneys and other professionals counsel buyers and sellers throughout the entire acquisition cycle from the initial evaluation of a potential acquisition target (or preparation for a possible sale) to final integration of an acquisition or ongoing management of a control or minority investment.

As a key part of our representation, we strive to understand each client’s business and the business reasons behind each proposed transaction. Our M&A teams always keep in mind that every potential acquisition, sale, or investment is a vital part of our client’s business plan and not simply a legal exercise.

The experienced attorneys at Smith & Liss not only understand the legal aspects of M&A, we also understand the acquisition process. Our M&A teams are solution-oriented and understand the real goal of any deal is to complete each transaction under terms mutually acceptable to the parties, not to “win” every point of negotiation. In order to help each client accomplish that goal, we work with a client’s business and legal teams to help define an effective risk profile that takes into account the facts and circumstances of each particular transaction. We then assist our clients in complying with the legal requirements and negotiating the transaction terms necessary to meet the desired risk profile and close the transaction as quickly and efficiently as possible.

Representative Transactions

  • Represented private health care transactional support company in its merger into large national bank.
  • Stock Acquisition of Public Company by Chinese Manufacturer (represented Public Company) - Structured the Stock Purchase/Reverse merger of a publicly traded U.S. Company with a Chinese Manufacturer of Auto parts; prepared and filed all necessary reports and disclosures with the Securities and Exchange Commission.
  • Negotiated and closed dozens of asset sales in the restaurant and hospitality industry, representing buyers, sellers and investors.
  • Asset Acquisition of Several Privately Held Oil & Gas Companies – Represented a public oil and gas company over a period of three years, during which time it acquired multiple properties and privately held oil and gas companies. Transactions involved asset purchases, debt financing and issuance of publicly tradable securities.
  • Asset Purchase of Software and Patent Assets (represented buyer) - Prepared asset purchase agreement and transaction documents and performed due diligence review for purposes of client acquiring software assets and patent portfolio from a winding down venture backed company; assisted client with post acquisition integration of part of seller’s customer base into client’s customer base.
  • Stock Purchase Transaction (represented buyer) – Formed LLC for client to acquire outstanding stock of mentoring/training company.
  • Asset Purchase of Software Company (represented seller) – Prepared and negotiated Asset Purchase Agreement for Sale of software asset for e-invoicing solution for mortgage industry and negotiation of software development agreement for continued developed of transferred asset.
  • Negotiation of Credit Facility – Negotiation of credit facility guaranteed by client’s existing investors. Prepared disclosure document to existing investors offering them the opportunity to participate in guaranty of client’s loan in exchange for a warrant to purchase common stock and right to receive additional shares of preferred stock if the investor’s guaranty to the bank is called.
  • Merger; Cross Border Transaction – Prepared documents relating to merger of a venture backed Puerto Rico software company into a Delaware corporation shell for tax and strategic reasons; coordinated all necessary consents.
  • Merger of private Software Company into Publicly Held Company – Represented privately held venture backed software company in its merger with and into a publicly held disease management company. Transaction involved transfer of intellectual property rights and extensive protection of human capital.
  • Merger of privately held audio-visual consulting companies – Represented a privately held audio visual consulting company which was acquired by a larger company looking to have an instant presence in the Atlanta market. Transaction involved buy-out and forced removal of minority shareholders.
  • Merger of Leading Atlanta Heating and Air Company into Public Company – Represented Atlanta area Heating and Air Company in its merger with and into a publicly held national Company. Transaction involved cash, debt, equities and employment covenants for principal owners, plus transfer of extensive real-estate and personal property.
  • Management Buyout of Leading Event Management Company – Represented management and minority shareholders in buyout of majority shareholders.
  • Asset Purchase of Technology Consulting Company – Represented high net worth individual in the acquisition and reorganization of a large but technically insolvent technology sales and consulting firm.
  • Spin-Off and Sale of Division to Publicly Held Marketing Company – Represented publicly held non-reporting manufacturing company in the spin-off and sale of one its pager manufacturing and marketing division to a publicly held competitor.
  • Bridge Financing - Prepared all documents relating to extension of existing bridge financing for additional funding to client.


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