The firm represents buyers and sellers in corporate mergers and acquisitions, and provides advice concerning stock sales, asset sales and leveraged buyouts. When clients seek to consolidate their operations, we manage upstream mergers. Conversely, unwinding corporate structures in Massachusetts requires a special understanding of the role of Massachusetts business trusts and their downstream mergers into subsidiaries known as “Q subs.”
We coordinate all aspects of asset sales and acquisitions for our clients, including negotiation and preparation of letters of intent, purchase and sale agreements and other transfer documents, the preparation of ancillary documents, as well as filing Uniform Commercial Code financing statements.
Our team of attorneys understands the vital details for both routine small business transfers as well as complex transfers. We ensure our clients retain corporate authority by recording corporate votes, developing comprehensive Secretary’s Certificates, offering opinions on due authority and enforceability, drafting bringdown certificates, and crafting post-closing amendments.
The M&A world hinges on the quality of legal teams’ due diligence. We regularly review balance sheets, conduct lien searches and discharges, obtain tax lien waivers in Massachusetts, qualify corporate status certificates, draft tax good standing and accountant letters, obtain third-party consents; and create license and intellectual property transfers or assignments.