Mergers & Acquisitions

The Legal Landscape of M&A Transactions

Mergers and acquisitions (M&A) are among the most transformative actions a business can undertake. They can accelerate growth, expand market share, diversify revenue streams, and create significant competitive advantages. However, these transactions are also some of the most legally and structurally complex in the corporate world. An improperly negotiated or poorly structured deal can result in hidden liabilities, regulatory scrutiny, costly disputes, and long-term operational setbacks.

At Scarinci Hollenbeck, LLC, our merger and acquisition lawyers work closely with clients to mitigate these risks and deliver outcomes that align with business objectives. We bring clarity, control, and confidence to every stage of the transaction—whether you’re on the buy-side or the sell-side.

We serve a diverse clientele, including privately held companies, public corporations, private equity firms, investors, and strategic acquirers. With deep experience across multiple industries—technology, healthcare, manufacturing, finance, real estate, and more—our attorneys tailor their approach to the unique considerations of each transaction.

Below is a detailed look at the core legal components we manage in every M&A deal:

Transaction Structuring

Every M&A deal begins with choosing the right structure. The way a transaction is structured—whether as a stock purchase, asset purchase, merger, joint venture, or a hybrid—can have a lasting impact on taxes, liability exposure, and regulatory compliance.

Our attorneys evaluate the strategic, financial, and legal implications of each approach and advise clients on the most advantageous structure based on:

• Tax treatment (for both buyer and seller)
• Continuity of operations and contracts
• Liability transfer
• Treatment of employees, assets, and IP
• Jurisdictional and regulatory approvals

For example, asset purchases may allow buyers to avoid assuming certain liabilities, while stock purchases can provide smoother transitions with fewer contractual disruptions. Our goal is to align the transaction structure with your short- and long-term business priorities while minimizing risks and inefficiencies.

Due Diligence

Comprehensive due diligence is at the heart of every successful M&A deal. It’s the process through which the acquiring party evaluates the target company’s legal standing, financial health, operational stability, and overall risk profile.

Our team conducts exhaustive due diligence to uncover red flags that could derail a transaction or impact its value post-closing. This includes:

• Corporate governance documents
• Contracts and vendor obligations
• Pending or threatened litigation
• Employee and executive compensation agreements
• Real estate holdings and leases
• Intellectual property portfolios
• Regulatory compliance records
• Debt and capital structure
• Tax liabilities or ongoing audits

We also help clients evaluate how findings should affect purchase price adjustments, indemnity provisions, or escrow requirements. Our objective is to eliminate surprises and empower our clients with a complete and accurate picture of the company they’re acquiring or merging with.

Regulatory Compliance

M&A transactions must comply with a range of regulatory obligations that can vary dramatically depending on the size of the deal, the industries involved, and the geographic scope of the transaction. Failure to address these regulations can delay the closing or expose companies to enforcement actions.

Our merger and acquisition attorneys guide clients through:

• Antitrust and competition laws (including Hart-Scott-Rodino (HSR) filings)
• Securities and Exchange Commission (SEC) disclosure requirements
• State blue sky laws
• Industry-specific regulatory bodies (e.g., FINRA, FDIC, FCC, CMS)
• Foreign investment review processes (such as CFIUS for cross-border deals)

We coordinate filings, monitor response timelines, and liaise with government agencies to ensure transactions meet all regulatory milestones without unnecessary delay.

Contract Negotiation & Drafting

Well-crafted contracts are the backbone of any M&A deal. The agreements that govern these transactions must be thorough, precise, and resilient to future disputes. Our attorneys have extensive experience drafting and negotiating:

• Letters of Intent (LOIs) and Term Sheets
• Non-Disclosure and Confidentiality Agreements
• Purchase Agreements (asset or stock)
• Merger Agreements
• Earn-out provisions and contingent compensation clauses
• Indemnification clauses and escrow arrangements
• Employment and retention agreements for key executives
• Non-compete, non-solicitation, and transition services agreements

We aim to clearly define roles, responsibilities, rights, and remedies—ensuring that your business is protected in both the short and long term.

Post-Merger Integration

The closing of a deal is just the beginning. Without thoughtful integration, even the most promising merger or acquisition can fall short of expectations. That’s why we support our clients beyond the transaction to help align operations, systems, and cultures effectively.

Our legal team advises on:

• Employee transitions and benefits harmonization
• Consolidation of intellectual property and technology assets
• Termination or assignment of redundant contracts
• Alignment of regulatory and licensing frameworks
• Dispute resolution protocols and change management planning

We collaborate with in-house counsel, HR leaders, and external advisors to create a seamless integration that preserves value and minimizes disruption.

Delivering Value, Not Just Legal Advice

From strategic planning to closing and beyond, our M&A team is focused on helping clients complete transactions that deliver measurable results. We don’t just identify risks—we offer solutions. We don’t just draft agreements—we build frameworks that support your future success.

At Scarinci Hollenbeck, LLC, we understand the unique pressures and opportunities of mergers and acquisitions, and we approach every deal with the precision, discretion, and business acumen our clients deserve. Whether you’re expanding, divesting, restructuring, or consolidating, our merger and acquisition lawyers are ready to help you execute with confidence.

Comprehensive M&A Legal Services

Our merger and acquisition attorneys provide complete legal support throughout the lifecycle of a deal:

1. Pre-Deal Strategy & Planning

• Evaluate acquisition targets or potential buyers
• Conduct legal risk assessments
• Advise on deal structure and strategic alternatives

2. Due Diligence

• Review financials, contracts, compliance records, and litigation history
• Assess intellectual property, real estate, and employment matters
• Identify liabilities that may require indemnity or escrows

3. Deal Negotiation & Documentation

• Draft and negotiate letters of intent and term sheets
• Prepare definitive agreements (purchase agreements, merger agreements, etc.)
• Address key concerns such as indemnification, reps and warranties, and earnouts

4. Regulatory & Compliance Management

• Prepare filings with antitrust regulators, the SEC, and industry-specific agencies
• Advise on public disclosures and shareholder obligations
• Manage cross-border legal compliance, if applicable

5. Post-Closing & Integration Support

• Guide the transition of management teams, staff, and assets
• Resolve post-closing disputes and operational challenges
• Ensure contractual obligations are fulfilled