M&A

We represent Florida businesses on both sides of M&A transactions, buyers and sellers, through every stage of the deal. M&A transactions involve legal issues that span every area of business law: contracts, employment, real estate, regulatory compliance, and corporate governance. Getting the deal right requires counsel that understands all of them.

The terms negotiated at signing determine the outcome of every dispute that arises after closing. The businesses that fare best in M&A transactions are the ones with experienced legal counsel at the table from the beginning, not the ones trying to fix problems after the deal is done.

• Buy-Side Representation: negotiating the letter of intent, managing due diligence, drafting and negotiating the purchase agreement, and closing the transaction on terms that protect the buyer's investment.
• Sell-Side Representation: structuring the deal to maximize after-tax proceeds, negotiating the purchase agreement, managing due diligence, and protecting the seller from post-closing liability.
• Due Diligence: reviewing contracts, employment arrangements, litigation exposure, regulatory compliance, and corporate records to identify issues that affect value or require negotiated protections.
• Deal Structuring: advising on asset vs. stock purchase structure, earnout arrangements, seller financing, equity rollovers, and the tax and liability considerations that determine the optimal structure.
• Purchase Agreement Negotiation: drafting and negotiating representations and warranties, indemnification provisions, purchase price adjustments, earnout mechanics, and closing conditions.
• Post-Closing Disputes: assessing and pursuing the most efficient resolution of purchase price adjustment disputes, indemnification claims, and earnout disagreements.

The letter of intent sets the framework for everything that follows: the purchase price, deal structure, exclusivity period, and the key terms that will anchor the definitive agreement. Conceding too much in the LOI or leaving key terms vague creates problems that are difficult to fix once the full negotiation begins.

We draft and negotiate letters of intent and term sheets that establish the right framework for the transaction from the start, and advise on the deal structure that best serves the client's interests given the tax, liability, and operational considerations involved.

• Purchase price and consideration structure: cash, equity, seller financing, earnout, or a combination, with the tax and liability implications of each.
• Asset vs. stock purchase structure: the choice between asset and stock purchase affects taxes, liability assumption, and the complexity of the closing process.
• Exclusivity and no-shop provisions: protecting the buyer's investment in due diligence while preserving the seller's ability to respond to competing offers.
• Due diligence period and closing timeline: establishing a realistic timeline that gives both parties the time they need to complete the transaction correctly.

Due diligence is where most M&A problems are identified, and where the leverage to fix them exists. A thorough legal due diligence review identifies issues that affect purchase price, require representations and warranties, or need to be addressed as closing conditions before the buyer is committed.

We conduct and manage legal due diligence for business acquisitions, reviewing the target's contracts, employment arrangements, litigation history, regulatory compliance, and corporate records to identify the issues that matter before the deal closes.

• Contract review and assignment consent requirements: identifying which contracts require third-party consent to assign and what happens to them in the transaction.
• Employment and benefit plan review: understanding the workforce the buyer is inheriting and the obligations that come with it.
• Litigation and regulatory exposure assessment: identifying pending and threatened claims and regulatory issues that affect the transaction.
• Corporate records review: confirming the entity is properly organized, capitalized, and authorized to complete the transaction.

The purchase agreement is the document that defines each party's rights and obligations for years after closing. The representations and warranties determine what the seller is warranting about the business, the indemnification provisions determine what happens when something is wrong, and the earnout mechanics determine whether the seller ever sees the contingent consideration.

We draft and negotiate purchase agreements that reflect the deal the parties actually agreed to, with the protections each party needs and the precision required to resolve disputes when they arise.

• Representations and warranties negotiation: defining what the seller is warranting about the business and what the buyer is relying on in making its decision.
• Indemnification caps, baskets, and survival periods: the provisions that determine how much the seller is on the hook for after closing and for how long.
• Purchase price adjustment mechanisms: working capital adjustments, net debt adjustments, and the dispute resolution procedures that govern disagreements.
• Earnout structure and dispute resolution: defining how earnout milestones are measured and what happens when the parties disagree about whether they have been met.

Sellers who prepare for a transaction before going to market are in a fundamentally stronger negotiating position than those who discover their legal problems in a buyer's due diligence review. A presale legal audit identifies the issues that will come up in diligence, and gives the seller the opportunity to fix them on their own terms before a buyer uses them as leverage to reduce the purchase price.

We advise business owners on preparing for a sale well before the process begins, identifying and resolving legal issues, organizing corporate records, and positioning the business to command the best possible terms when buyers come to the table.

• Presale legal audit and gap remediation: identifying the issues a buyer will find in due diligence and resolving them before they affect the deal.
• Corporate records organization and cleanup: ensuring the entity's records are complete, organized, and ready for buyer review.
• Contract assignment and consent preparation: identifying which contracts require consent to assign and obtaining them before the transaction creates time pressure.
• Post-closing integration legal support: advising buyers on the legal aspects of integrating the acquired business after closing.

M&A counsel that understands the full spectrum of business law, not just deal mechanics, is what Florida buyers and sellers need at the table. Most transactions involve legal issues that span contracts, employment, real estate, regulatory compliance, and corporate governance simultaneously. Having counsel that understands all of them makes a material difference in the outcome.

Pomeranz Law provides practical, business-focused M&A counsel that helps Florida businesses buy and sell with confidence and resolve the disputes that arise when transactions do not go as planned.

• We represent both buyers and sellers: giving us a clear view of how the other side thinks and what they are trying to protect.
• We conduct thorough due diligence: because the problems identified before closing are the ones the client can do something about.
• We negotiate purchase agreements that hold up: with the precision required to resolve disputes when they arise after closing.
• Transparent, practical counsel without the overhead of a large firm.