What to Expect: Our M&A Process
Before we advise on structure or strategy, we review each client’s circumstances and goals. A transaction that’s right for one business may be wrong for another with similar financials. Once we understand the deal and the client’s objectives, we move through it systematically: evaluating deal fit, guiding the letter of intent, conducting due diligence, negotiating and drafting definitive agreements, and carrying through to closing and post-closing obligations.
Due diligence alone can take a month or more, depending on the complexity of the target and how organized its records are. Post-closing obligations often include earnout provisions, transition services agreements, non-compete covenants, and integration of employees and systems. We anticipate these stages at the outset so clients aren’t caught off guard later.
Financing & Capital for Acquisitions
M&A financing structures vary widely. A deal may involve cash, stock, seller financing, earnouts, or third-party debt and equity capital, and the chosen structure carries real consequences for taxes, risk allocation, and deal certainty. For clients pursuing acquisitions who need to arrange growth capital, our network of venture capital and private equity investors can open doors that traditional lending alone may not. We also help ensure that any securities offerings or transactions connected to the deal meet federal disclosure requirements.
When Transactions Become Disputes
M&A disputes commonly arise from breach of representations and warranties, post-closing purchase price adjustments, earnout disagreements, and indemnification claims. Because our transactional and litigation teams operate under the same roof, we’re positioned to respond quickly when a closing-stage or post-closing dispute emerges without losing the deal context that took months to build.
Our commercial litigators have represented Fortune 1000 companies, family-owned businesses, municipalities, and individuals in complex legal conflicts, and have recovered millions of dollars for clients. We handle disputes through negotiation, mediation, and arbitration, and we have the trial experience to pursue contested matters when those avenues don’t resolve the issue. Anthony R. Filosa secured a landmark win in the New York Court of Appeals. The result was recognized in the New York Law Journal, which reflects the caliber of advocacy we bring when a matter goes that far.
