Mergers & Acquisitions
Business acquisitions and sales, with price, risk, control, and transition considered together.
Mergers & Acquisitions
Business acquisitions and sales, with price, risk, control, and transition considered together.
Mergers & Acquisitions
Business acquisitions and sales, with price, risk, control, and transition considered together.
The deal looks right. One agreement could change it.
You have found the acquisition that would open a new market. Then diligence reveals that a key customer can leave after a change of ownership, the lease needs consent, and the founder owns software the business depends on.
Each finding calls for a decision. Obtain consent, change the terms, adjust the structure, or reconsider the risk. We help you connect what the review uncovers to the agreement you are prepared to sign.
The deal looks right. One agreement could change it.
You have found the acquisition that would open a new market. Then diligence reveals that a key customer can leave after a change of ownership, the lease needs consent, and the founder owns software the business depends on.
Each finding calls for a decision. Obtain consent, change the terms, adjust the structure, or reconsider the risk. We help you connect what the review uncovers to the agreement you are prepared to sign.
The deal looks right. One agreement could change it.
You have found the acquisition that would open a new market. Then diligence reveals that a key customer can leave after a change of ownership, the lease needs consent, and the founder owns software the business depends on.
Each finding calls for a decision. Obtain consent, change the terms, adjust the structure, or reconsider the risk. We help you connect what the review uncovers to the agreement you are prepared to sign.
From the first offer through the transition
From the first offer through the transition
From the first offer through the transition
Address structure, price mechanics, diligence access, exclusivity, and the proposed timetable while the commercial terms are taking shape.
Address structure, price mechanics, diligence access, exclusivity, and the proposed timetable while the commercial terms are taking shape.
Address structure, price mechanics, diligence access, exclusivity, and the proposed timetable while the commercial terms are taking shape.
Examine what transfers, what stays behind, and how the proposed structure affects obligations, ownership, and tax planning.
Examine what transfers, what stays behind, and how the proposed structure affects obligations, ownership, and tax planning.
Examine what transfers, what stays behind, and how the proposed structure affects obligations, ownership, and tax planning.
Review the agreed areas, including corporate records, material contracts, workforce arrangements, intellectual property, real estate, and regulatory issues. Separate findings that need action before closing from those that need a plan afterward.
Review the agreed areas, including corporate records, material contracts, workforce arrangements, intellectual property, real estate, and regulatory issues. Separate findings that need action before closing from those that need a plan afterward.
Review the agreed areas, including corporate records, material contracts, workforce arrangements, intellectual property, real estate, and regulatory issues. Separate findings that need action before closing from those that need a plan afterward.
Negotiate representations, responsibility for identified risks, payment adjustments, conditions, and the process for addressing later claims.
Negotiate representations, responsibility for identified risks, payment adjustments, conditions, and the process for addressing later claims.
Negotiate representations, responsibility for identified risks, payment adjustments, conditions, and the process for addressing later claims.
Prepare the agreed approvals, consents, transfer documents, and closing checklist. Coordinate legal dependencies with the financing and operational timetable.
Prepare the agreed approvals, consents, transfer documents, and closing checklist. Coordinate legal dependencies with the financing and operational timetable.
Prepare the agreed approvals, consents, transfer documents, and closing checklist. Coordinate legal dependencies with the financing and operational timetable.
Address transition services, retained interests, earnouts, continuing employment, and the obligations that survive the transaction.
Address transition services, retained interests, earnouts, continuing employment, and the obligations that survive the transaction.
Address transition services, retained interests, earnouts, continuing employment, and the obligations that survive the transaction.
Make the review useful at the negotiating table.
A long list of findings is only useful if you know what to do with it. We connect the material issues to your objectives and explain the proposed response.
Depending on the assignment, your work may include:
A proposed structure and an agreed letter of intent.
A diligence request list and summary of material legal findings.
A draft or negotiated purchase agreement and related documents.
A consent and closing checklist identifying responsible parties.
A summary of continuing obligations and unresolved transition items.
For a seller, that may mean understanding what portion of the price remains conditional. For a buyer, it may mean deciding which dependency must be resolved before funding. We keep the reason for the transaction in view while working through the details.
Make the review useful at the negotiating table.
A long list of findings is only useful if you know what to do with it. We connect the material issues to your objectives and explain the proposed response.
Depending on the assignment, your work may include:
A proposed structure and an agreed letter of intent.
A diligence request list and summary of material legal findings.
A draft or negotiated purchase agreement and related documents.
A consent and closing checklist identifying responsible parties.
A summary of continuing obligations and unresolved transition items.
For a seller, that may mean understanding what portion of the price remains conditional. For a buyer, it may mean deciding which dependency must be resolved before funding. We keep the reason for the transaction in view while working through the details.
Make the review useful at the negotiating table.
A long list of findings is only useful if you know what to do with it. We connect the material issues to your objectives and explain the proposed response.
Depending on the assignment, your work may include:
A proposed structure and an agreed letter of intent.
A diligence request list and summary of material legal findings.
A draft or negotiated purchase agreement and related documents.
A consent and closing checklist identifying responsible parties.
A summary of continuing obligations and unresolved transition items.
For a seller, that may mean understanding what portion of the price remains conditional. For a buyer, it may mean deciding which dependency must be resolved before funding. We keep the reason for the transaction in view while working through the details.
Related practices
Related practices
Related practices
FAQ
FAQ
FAQ
That gives us a chance to review the proposed structure, exclusivity, timetable, and any provisions intended to bind the parties. Any draft is useful background, even if the purchase price is still being discussed.
The analysis depends on the entities, assets, and terms. In applicable asset acquisitions, purchase-price allocation affects tax treatment and reporting. We coordinate the legal terms with your tax advisers instead of assuming that the headline price answers the tax question. IRS guidance on business sales.
Ownership, licenses, payer arrangements, and transaction-review requirements need attention alongside the purchase agreement. Some transactions involving healthcare entities or other covered participants require notice to California’s Office of Health Care Affordability. Applicability needs a transaction-specific review. OHCA material change transaction guidance.
For physician buy-ins and practice combinations, see Medical Practices & Physician Groups.
Start with the remaining issues and deadlines. Signed and proposed documents and completed diligence are useful background. We can assess the stage of the transaction and define the work still needed.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.