Articles Posted in Mergers & Acquisitions

A key step in any Texas mergers and acquisitions (M&A) transaction is signing a letter of intent (LOI). The LOI outlines the primary terms agreed upon for the proposed deal and serves as a roadmap for conducting due diligence and progressing toward a final purchase agreement and closing. The experienced Texas M&A attorneys at Structure Law Group can guide and represent you, whether you’re a buyer or seller, to ensure your best interests are thoroughly protected during LOI negotiations.

Is a Letter of Intent Binding?

In most cases, the LOI is non-binding except for a few provisions. This is because the signing of a LOI generally occurs before the buyer has a chance to conduct due diligence. So, the buyer must rely almost exclusively on the seller’s representations about the condition of its business. Few buyers would bind themselves to a binding agreement–especially with regard to a purchase price–until they have had the chance to verify these representations for themselves.

Mergers offer many Texas businesses the ability to quickly expand their operations. But mergers are also a complex undertaking, even when the companies involved may still be relatively small in size and scope. That is why it is always important to work with an experienced Texas mergers and acquisitions lawyer who can guide you through these transactions. The team at Structure Law Group represents clients in M&A deals at all levels and values, and we can help to ensure that your Texas merger is a success.

While every Texas merger presents its own unique challenges, here are a few basic principles to keep in mind when planning for a successful deal:

Make Sure Your Business Is Ready

Conducting due diligence is a crucial step in any merger or acquisition deal. After making and accepting an offer, the buyer must verify essential information about the seller’s business — a process known as due diligence. The experienced Texas merger and acquisition attorneys at Structure Law Group will guide you through every stage of this process to set your deal up for success.

What Information Do You Need to Review?

In most M&A agreements, due diligence is required as a condition of the buyer’s offer. This is important because if a problem is uncovered, the contract will provide a clear path to resolving the issue or allowing the buyer to back out of the deal. Both parties should avoid closing a deal without conducting due diligence, as it could lead to serious issues arising when it’s too late to address them.

Corporate acquisitions are rarely simple. Any merger requires careful pre-planning on both sides. And even where there is eagerness to conclude an M&A deal quickly, several steps must be followed to ensure a successful outcome for all parties involved.

At Structure Law Group, our Texas mergers and acquisitions attorneys can assist your business at every stage of a corporate merger. Whether you want to acquire or be acquired, our legal team has the knowledge and specialized skills to guide you through the M&A process. Indeed, an experienced Texas business attorney plays several key roles in preparing, negotiating, and completing a corporate merger. Here are just a few examples:

Performing Due Diligence

A merger or acquisition is one of the most complex transactions that a Texas business–or, in this case, multiple Texas businesses–can enter into. There is no such thing as an “impulse buy” when it comes to M&A. Both sides need to perform “due diligence” before closing a final deal.

Mistakes during the due diligence process can lead to significant problems for all parties involved. That is why working with an experienced Texas mergers and acquisitions attorney is essential. The team at Structure Law Group can help protect your company’s interest while negotiating a deal and performing the necessary due diligence to help you avoid potential lawsuits down the line.

What Is “Due Diligence”?

Acquisitions can significantly enhance a company’s capabilities and market reach, but they also can bring substantial cybersecurity and privacy risks. These risks are particularly pronounced in states like California and Texas, where more stringent data protection requirements and privacy laws apply. Properly addressing these risks is critical to ensuring a smooth transition and maintaining compliance with legal requirements. This article highlights some factors that mitigate post-acquisition cybersecurity and privacy risks, including document retention, records management, legal preservation, and data privacy.

Document Retention

Document retention policies are crucial post-acquisition to mitigate cybersecurity risks and ensure legal compliance. In California, under the stringent provisions of the California Consumer Privacy Act (CCPA) companies must retain personal data only for as long as necessary for disclosed purposes and securely dispose of it thereafter. Similarly, Texas, under its Business and Commerce Code Section 521.052, mandates the protection and proper disposal of sensitive personal information, emphasizing the importance of employing secure document destruction methods. Key strategies include identifying critical data for long-term retention, aligning retention policies with state-specific requirements to avoid penalties, and implementing secure disposal methods to safeguard against unauthorized access to sensitive information.