Mergers & Acquisitions

DP Counsel assists clients in evaluating and documenting the form of a transaction, including stock and membership-interest acquisitions, asset purchases and sales, statutory mergers, business and product-line divestitures, carve-outs, strategic minority investments, founder and management buyouts, equity repurchases, rollover arrangements, recapitalizations, and internal reorganizations undertaken in connection with a transaction.

The Firm conducts or coordinates transaction-focused legal diligence covering organization and capitalization, authority, material contracts, indebtedness, intellectual property, data and technology arrangements, employment and compensation matters, litigation and claims, regulatory matters, related-party arrangements, and required corporate, investor, lender, and third-party approvals.

Definitive transaction documents are developed as a coordinated risk-allocation system rather than as isolated provisions. DP Counsel advises on purchase-price structures and adjustments, working-capital and indebtedness mechanics, earnouts and contingent consideration, representations and warranties, disclosure schedules, pre-closing operating covenants, closing conditions, termination rights, indemnification, escrows and holdbacks, representation-and-warranty insurance interfaces, restrictive covenants, rollover equity, seller financing, and post-closing obligations.

Asset transactions require a separately defined transfer and liability framework. The Firm assists in identifying the acquired and excluded assets; assumed and retained liabilities; treatment of receivables, inventory, deposits, prepaid amounts, records, warranties, and customer obligations; and responsibility for pre-closing and post-closing claims.

Technology-company acquisitions require the transaction structure and diligence record to account for software and intellectual-property ownership, open-source and third-party components, data rights and security obligations, key customer, vendor, cloud and licensing agreements, assignment and change-of-control restrictions, product-development commitments, technical personnel, and the systems or transition support required after closing. DP Counsel coordinates these technology issues with the purchase agreement, disclosure process, risk allocation, closing deliverables, and qualified specialist advice where required.

In cross-border matters, DP Counsel leads or supports the applicable U.S.-law workstream and coordinates it with foreign ownership, corporate authority, funding, tax structuring, regulatory, employment, data-transfer, and local-law requirements. Transaction documents are developed with attention to differences in entity law, signing authority, enforceability, funds flow, required approvals, dispute resolution, and the practical sequencing of multi-jurisdictional closings.