Mergers and Acquisitions

Cohen LLP works closely with companies to understand their vision and objectives in cases of mergers and acquisitions. We have assisted clients to complete dozens of acquisitions and divestitures, and have become skilled at negotiating and drafting letters of intent, asset purchase agreements, share purchase agreements, shareholder agreements, employment agreements, stock option plans and option agreements and all manner of documents involved in an acquisition or corporate sale.

We offer practical guidance and efficient legal services to complete your acquisition or corporate sale on time without vying for billable hours. As part of the process, we will help you to consider:

• Structuring the payment of the purchase price through create earn-outs
• Evaluating the benefits of a share vs asset purchase
• Identifying risks and contingent liabilities
• Real property and equipment lease analysis
• Security for the payment of future earn-outs and personal guarantors
• Releases from current secured creditors and lenders
• Conducting PPSA, bankruptcy, Bank Act, insolvency and other searches on the target corporations
• Ensuring that you have obtained appropriate releases from Sellers
• Drafting promissory notes, general security agreements, share pledges and escrow agreements, option plans and agreements, directors and shareholders resolutions, officer’s certificates and corporate opinions.