Familiar Sources of Post-Merger Disputes

Post-merger disputes typically arise from:

• Cultural Misalignment: Different corporate cultures between organizations produce unhappy employees while generating communication breakdowns and opposition to new process implementation.
• Leadership and Governance Issues: Decision-making authority disputes and disagreements about leadership positions and board makeup frequently occur in mergers.
• Inconsistent Operational Integration: The combination of supply chains with IT systems and business units through integration results in operational problems that create both inefficiencies and conflicts.
• Contractual Ambiguities: The presence of unclear terms in merger agreements produces disagreements between parties regarding their contractual duties.
• Unmet Financial Expectations: Failure to achieve anticipated operational efficiencies or revenue results in one party claiming misrepresentation or contract breach.

Strategies for Avoiding Integration Disputes

1. Start with a Strong M&A Agreement

The first defense against post-merger disputes emerges from a merger agreement that has been properly drafted. The agreement should provide detailed information about each party’s duties and performance requirements, their respective timeline expectations, and dispute management procedures. Experienced legal counsel should review your agreement to identify potential risks and develop methods for addressing them.

2. Conduct Thorough Due Diligence

The pre-transaction evaluation process requires an extensive examination that extends past financial assessments. Evaluate the target organization by analyzing its corporate culture, together with employee policies, compliance records, and operational systems. The extent of the pre-transaction evaluation determines the number of unexpected integration issues that will occur.

3. Establish an Integration Task Force

A specialized team comprising members from both organizations should manage the integration process under a dedicated leadership structure. The task force maintains responsibility for communication management, milestone tracking, dispute identification, and resolution procedures.

4. Communicate Transparently

Miscommunication is a major driver of conflict. All stakeholders, including employees, customers, suppliers, and investors, should receive information about integration strategies and projected outcomes. Leadership team alignment within organizations prevents misunderstandings, which in turn prevents conflicts from arising.

5. Address Cultural Differences Early

The identification of cultural differences during due diligence should trigger the development of plans for creating harmonious work environments. The organization should provide cultural training to staff and focus on common organizational values to create unity throughout the merged company.

6. Implement Clear Governance Structures

The agreement should specify both the organizational structure of management and reporting relationships and the distribution of decision powers in detail. Fast decision-making becomes possible when leadership provides clear direction to teams, which reduces power conflicts.

Strategies for Resolving Disputes Post-Merger

The occurrence of disputes remains possible even after organizations implement thorough planning measures. The following procedures will help resolve such conflicts efficiently.

1. Alternative Dispute Resolution (ADR)

The dispute resolution methods of arbitration and mediation prove less expensive and time-consuming than legal court procedures. ADR provisions commonly appear in M&A agreements because they require parties to try mediation before starting litigation. Mediation stands out as an effective method when both parties seek to maintain their current business relationship.

2. Engage Legal Counsel Early

Don’t wait until a disagreement escalates. Legal experts with experience in M&A disputes help interpret contractual terms while negotiating settlements that prevent lengthy disputes.

3. Audit the Integration Process

When disagreements stem from delayed targets or unmet performance goals, perform a complete evaluation of the integration schedule and team member responsibilities. The findings of an internal audit help determine which factors caused non-compliance: poor planning, unforeseen external circumstances, or inadequate compliance.

4. Leverage Earn-Out Provisions and Escrow Accounts

Performance-based payment systems and conditional payout provisions become less likely to cause disputes when funds are placed in escrow and payment conditions are tied to specific performance metrics. All terms and conditions for metrics must be defined with precision.

5. Seek Court Intervention as a Last Resort

Litigation serves as a final resort for cases involving significant financial discrepancies or material breaches, or when proving fraud becomes necessary. The time and expenses of legal action typically surpass its advantages unless the situation involves substantial financial risk.

Protecting the Value of Your Merger

The post-merger integration phase determines whether an M&A transaction will succeed or fail. Successful post-merger integration results from companies that proactively handle potential conflicts using legal agreements and structured integration methods to lower dispute risks. Businesses that combine early intervention with transparent practices under legal counsel achieve effective conflict resolution, which protects their deal value.

Our team assists businesses regarding mergers, acquisitions, and dispute resolution. Our team offers protection from avoidable risks associated with your next transaction.

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Every business should have contracts to protect themselves and their clients.  It is an essential part of owning and maintaining a business. Contracts can contain many different types of clauses, but there are a few that are widely used across the board.  Typically, commercial contracts tend to use a certain set or terms and conditions.  If you have a business, you want to hire a lawyer that can help you set up your contracts and make sure to utilize all of the necessary clauses.  These are put in place to make sure that you are protected, should any issues arise.

Types of Clauses

Termination Triggers are an important clauses to make sure that you have in your employee contracts. Sometimes it is necessary to fire an employee, when you do this you must make sure that your clause in your contract covers you.  It must clearly state the circumstances in which one or both of the parties can terminate the contract, non withstanding the time left in the agreement.  This is very important so that you do not get caught in a situation that you cannot terminate someone that you would like too.

The Jurisdiction Clause is important in all business contracts because it is essential in determining the legal framework where any and all contractual problems will be resolved.  This clause can also be known as a choice of law or forum selection. This clause is necessary to announce the jurisdiction and or court that will be the choice for resolving any issues that your business may have.  This is where the parties in the contract will go, if an issue arises.  It is important to have this clause in place.

The Copyright clause is necessary for business owners to establish in their contracts to protect themselves and their company.  By including a copyright clause in your business contract, it protects you from having any of your content stolen.  By instituting a copyright clause, this illustrates what is the website owner’s intellectual property, so that others know what they can and cannot do with it.  It keeps the business from having their work plagiarized.

The indemnity clause is very important to include in business contracts because it changes the risk from the indemnified party to the indemnifying party.  This clause gives the indication that the agreement between the two parties is that one will compensate the other for any losses or damages.  This shifts the risk from the indemnified party to the indemnifying party.  This process will compensate a person for damages or losses that have incurred due to an accident or event.

The Dispute Resolution Clause is important to have in a business contract to protect your business from any disputes against your business that may arise.  This clause will outline what the process will be if a dispute occurs.  This will be in place to make the process smoother to resolve a dispute by trying to provide a clear and concise path of what the process will be.  By establishing this, both parties in the dispute will be aware of the process, and will follow it through.

A Force Majeure Clause needs to be included in business contracts to make sure that if there is an unforeseeable and unavoidable catastrophe that could possibly prevent you from completing obligations, you will be covered.  A Force Majeure Clause is to make sure that you do not have any liability, if an unexpected and unavoidable event occurs.  Generally, these clauses will cover some human actions, such as diseases, and also some natural disasters such as earthquakes, tornadoes, and hurricanes.  These events are not predictable and they could wreak havoc on your business.  It is in important clause to include.

How to Complete Your Business Contract

In order to have a through and complete business contract, you must make sure to include all of the important clauses.  The best way to insure that you have everything included that you need to, is to hire a very competent business lawyer.  Bovarnick and Associates have an enormous amount of experience with business law.  Many of their attorneys can assist with this, no matter how big or small your business is.  They will walk you through every step of the way.  You will feel much more secure knowing that your business contract is done right.  Reach out to them today.  www.rbovarnick.com  215.568.4480.

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Key Clauses in Loan Agreements

Interest Rates

A loan’s cost hinges on its interest provisions:

• Nominal vs. Effective Rate: Nominal interest is stated; compelling interest includes compounding, fees, and commissions—a crucial distinction, especially under jurisdictions with interest rate caps.
• Fixed, Floating, Cap & Floor: You might negotiate a fixed rate for predictability, a floating rate (e.g., tied to SOFR or LIBOR), or include a cap to limit interest spikes, which also helps borrowers comply with the regulation.

Repayment Terms

• Amortization Schedule: Defines whether repayment happens monthly, quarterly, bullet at maturity, or via interest-only installments.
• Prepayment Terms & Fees: Flexible prepayment (with or without penalties) can benefit the borrower. Conversely, lenders may require prepayment penalties to maintain investment return.
• Grace Periods: Particularly important for initial repayment phases, where delayed repayment is allowed before a default is triggered.

Covenants

Lenders use covenants to monitor and manage risk:

• Financial Covenants: Ratios such as DSCR, LTV, and EBITDA thresholds.
• Affirmative Covenants: Obligations like providing financial statements or asset insurance.
• Negative Covenants: Restrictions on additional debt, asset sales, or dividend payments.

Addressing Default and Acceleration Provisions

Event of Default

Clearly defined “events of default” allow lenders to act decisively:

• Standard triggers: Failure to pay principal/interest, breach of covenants, insolvency, cross-defaults on other agreements.
• Cross-Default/Acceleration: Enables acceleration if any related agreement defaults.
• Remediable Defaults: Borrowers often negotiate cure rights—time windows to fix covenant breaches before lenders escalate.

Acceleration Clause

This empowers a lender to declare the entire loan immediately due and payable following a default.

• Drafting Precision Matters: Courts have ruled acceleration isn’t implied—it must be expressly stated in the contract.
• Legal Jurisdiction Nuances: Under UK/English law, lenders can enforce almost any default once it has been timely declared; in other countries, such as Spain or France, remedies like acceleration may still require grace periods or be limited to non-payment events.

Ensuring Compliance with Lending Regulations

Interest Rate Caps

Many jurisdictions impose maximum effective interest rates, so loan documents must calculate and post rates in compliance with the law.

Regulatory Disclosures

Under consumer lending laws (e.g., the U.S. Truth-in-Lending Act or state-level usury laws), lenders must disclose the APR, total repayment amount, fees, and late payment penalties.

Anti-Predatory Provisions

Specific borrowers, such as seniors or low-income individuals, receive extra protection. Borrowers must avoid conflict-of-interest clauses or exploitative terms.

Automated Compliance Tools

Automating document generation not only speeds drafting but also ensures up-to-date compliance across jurisdictions. Robust templates, e-signatures, audit trails, and integration with origination systems help lenders stay compliant with regulations.

Conclusion

Drafting strong loan agreements requires more than copying templates—it demands careful negotiation of:

1. Interest provisions and repayment structure to balance flexibility and cost.
2. Default definitions and acceleration mechanics are established to ensure clarity and enforceability.
3. Covenants and regulatory compliance to safeguard lender interests while ensuring legality.

Well-drafted and automated documents not only mitigate lending risks but also minimize legal uncertainty and transaction delays, ultimately contributing to smoother borrower-lender relationships.

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If you wish to dissolve a business partnership, there are certain considerations and steps you must follow, from a legal and tax standpoint.

1. 1. Refer to the partnership agreement.
      Your original business partnership agreement likely has language around dissolution of partnership as well as dissociation of partnership. This is when one partner wants to get out of the business while others remain, and the business continues. Refer to the partnership agreement and follow whatever guidance it provides. If you don’t have a partnership agreement, you must abide by whatever your state laws are for partnership dissolution. You can also refer to the Uniform Partnership Act, which has been adopted in many U.S. states.
   2. Consult with business attorney.
      Business law can be complicated and if you’re planning to dissolve a business partnership, a business attorney is a must. Even if you have a partnership agreement, it’s wise to have legal counsel to help you think through areas of your business you might not have considered to help make sure you won’t be liable—or taxable— in the future.
   3. Consult with your partners.
      Breaking up with a business is often hard to do, but this is no time to bury your head in the sand. Open communication is key to successfully transitioning to the next phase of your life and shutting down shop as gracefully as possible. Commit verbally, and if possible, face-to-face or via Zoom, so you can see each other’s emotions and facial expressions. Be honest and respectful and request the same of other partners. Focus on the intended outcome, whatever that is for all of you, and strive to get there amicably. Be forthcoming with information, concerns, and hesitations. Get everything out in the open—and be sure to rely on your business attorney for guidance. An attorney can be a helpful third party as you navigate partnership dissolution.
   4. File dissolution paperwork.
      Unless your business partner agreement indicates otherwise, all partners must sign an agreement to dissolve the business. You would then file the dissolution paperwork with the state. This indicates you are no longer a business partnership, and you will no longer be liable for its debts (after you ensure your debts are cleared, of course). If you are in a situation in which some partners wish to dissolve but others do not, there may be a buyout option, or your partnership agreement may have a clause indicating what to do. A business attorney can help at this point, if needed.
   5. Pay outstanding debts and liquidate assets.
      Just because you’re dissolving a business partnership doesn’t mean you’re not liable for its debts. You still have to pay any outstanding bills and figure out what to do with equipment, if applicable, and any other assets that need to be liquidated. Collaborate with your partners to determine how to go about this. If you are unable to pay your debts, you’ll need legal counsel on how to manage debt that cannot be paid.
      

1. Communicate to employees, clients, vendors, and suppliers.
   Once you have come to an agreement with your partners that you’ll be dissolving the partnership, determine a coordinated approach to communicating the dissolution to employees and clients as well as any vendors you work with. People connected to your business deserve to hear the news in a professional, organized manner vs. through the grapevine. It’s best to come up with a communication strategy that honors the work you’ve done together and preserves your reputation in the industry.
2. File final tax return.
   You’ll need to file your last federal and state taxes, marking them as “final” in the appropriate box. Any payroll taxes and employment tax paperwork will also need to be handled if you had employees. Be sure to pay attention to other types of taxes such as sales or occupancy tax. Let those agencies know to cancel your tax certificates and you’ll also need to file those related final returns. After all of that is complete, you can cancel your federal employer identification number.
3. Limit future liability.
   While you’re in a business partnership, you are personally liable for its debts and obligations. Once the business partnership is dissolved, however, you are no longer obligated. But you could be sued after the partnership has ended, depending on the circumstances. It’s critical to work with a business attorney while you’re dissolving a business partnership to ensure you’re protected from future litigation.

Questions about dissolving a business partnership?

Talk to a business attorney at 215.568.4480

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Understand the Type of Transaction

Not all M&A deals are structured the same. Generally, there are three types of transactions: conglomerate, vertical, and horizontal. In a horizontal merger, both companies are in the same industry and may be competitors or operate in parallel markets. Vertical mergers involve companies at different stages of the supply chain, such as a manufacturer merging with a distributor, aimed at consolidating their position. A conglomerate merger happens between companies in unrelated industries, often to diversify business operations and manage risk.

Consider the Legal Structure of the Merger

The form of the transaction also affects due diligence. A statutory merger is common when the acquirer is larger and absorbs the target’s assets and liabilities, dissolving the target. In a subsidiary merger, the target becomes a separate entity owned by the acquirer. In a consolidation merger, both entities combine to form a new company. For instance, a statutory merger typically results in the automatic assumption of all liabilities, necessitating a careful legal analysis.

Review the Type of Acquisition: Stock vs. Asset Purchase

By purchasing shares directly from the target’s shareholders, the acquirer takes control of all known and unknown assets and liabilities. Although this approach protects the target’s contracts, it might subject the buyer to unanticipated liabilities.

On the other hand, an asset purchase gives the buyer the freedom to choose which assets to buy and only take on a limited number of liabilities. This structure is frequently chosen for lower-risk or distressed asset acquisitions because it provides better protection against unknown risks.

Understand the Motivation Behind the Deal

M&A deals happen for a variety of reasons. Some businesses look for agreements that will increase revenue or decrease expenses in order to create economic synergies. Others buy businesses to take advantage of tax breaks, generate year-round income, or enter new markets. Due diligence requires an understanding of these motivations since they affect future business plans, deal structure, and valuation.

Examine How the Deal Will Be Funded

The majority of M&A deals are financed by cash or a combination of cash and contractual commitments. Buyers need to carefully consider whether the payment plan makes sense financially, both now and down the road. During due diligence, the effects on operating budgets, debt commitments, and cash flow should all be examined.

Valuation Methods Matter

A core part of due diligence is determining whether the purchase price is fair. The acquiring company typically wants the lowest possible valuation, while the target seeks the highest. Valuation methods such as the Discounted Cash Flow (DCF) method, Comparable Company Analysis, and Comparable Transaction Analysis are commonly used. Understanding these methods—and ensuring assumptions are realistic—is key to avoiding overpayment or undervaluation.

Final Thoughts

M&A due diligence is more than just a checklist. It’s about deeply understanding the target business, the structure of the deal, and the strategic impact of the transaction. With the right analysis and professional guidance, companies can minimize risk, negotiate from a position of strength, and move forward make decisions.

The post Key Considerations for Mergers and Acquisitions Due Diligence appeared first on Bovarnick and Associates.

Regulatory changes can dramatically alter the landscape for businesses engaged in mergers, acquisitions, and other corporate transactions. Companies that fail to adapt quickly face increased litigation risk and potential financial penalties. Understanding these shifts is no longer optional—it’s essential for business survival.

How Recent Regulatory Changes Are Reshaping Corporate Deals

The corporate transaction environment has become increasingly complex. Post-election regulatory shifts have already begun to impact how deals are structured and executed:

Enhanced Scrutiny of Transactions

Regulatory bodies are taking a more aggressive approach to review processes. In 2025, we’ve seen the Federal Trade Commission and Department of Justice challenge more proposed mergers than in previous years. For businesses contemplating an acquisition or merger, this means:

• Longer timelines for regulatory approval
• More extensive due diligence requirements
• Greater scrutiny of competitive impacts
• Increased documentation and disclosure demands

Industry-Specific Regulatory Focus

Certain industries face particularly intense regulatory examination. Healthcare, technology, financial services, and energy companies must navigate specialized compliance requirements that can significantly impact transaction structures and timelines.

For instance, healthcare mergers now require more comprehensive patient data protection plans, while technology acquisitions face enhanced scrutiny regarding data privacy and market concentration concerns.

International Regulatory Considerations

Cross-border transactions involve navigating multiple regulatory frameworks. Recent changes in foreign investment screening mechanisms in the US, EU, and UK have created additional hurdles for international deals. Companies must now conduct thorough regulatory mapping across all relevant jurisdictions before proceeding with cross-border transactions.

Litigation Risks in a Changing Regulatory Environment

Regulatory changes don’t just affect deal structures—they dramatically impact litigation risk profiles:

Increased Shareholder Litigation

When regulatory changes affect company valuations or deal terms, shareholder litigation often follows. Recent court decisions have expanded the scope of information companies must disclose about regulatory impacts on pending transactions, creating new litigation vulnerabilities.

Regulatory Enforcement Actions

Government agencies are increasingly aggressive in pursuing enforcement actions against companies that fail to comply with new regulations. Penalties for non-compliance have increased substantially, with some reaching millions of dollars.

Contract Disputes

Changing regulations can render existing contractual obligations difficult or impossible to fulfill, leading to disputes between business partners. Force majeure and impossibility of performance arguments have become more common in business litigation as regulatory changes disrupt established business arrangements.

Strategic Approaches to Managing Regulatory Change

Forward-thinking businesses are adopting proactive strategies to address regulatory challenges:

Early Regulatory Assessment

Smart companies integrate regulatory analysis into the earliest stages of transaction planning. This means conducting comprehensive regulatory mapping before deal terms are finalized and building flexible timelines that account for potential regulatory delays.

Robust Compliance Programs

Investing in compliance infrastructure reduces litigation risk. Companies with strong compliance programs can demonstrate good faith efforts to meet regulatory requirements, potentially reducing penalties if violations occur.

Alternative Deal Structures

When traditional merger or acquisition structures face regulatory obstacles, creative business lawyers can develop alternative approaches that accomplish business objectives while minimizing regulatory concerns.

Looking Ahead: Preparing for Future Regulatory Shifts

The regulatory landscape will continue to evolve. Businesses that build adaptability into their corporate strategy will maintain competitive advantages. This means:

• Maintaining relationships with experienced legal counsel who track regulatory developments
• Creating flexible deal structures that can withstand regulatory changes
• Developing contingency plans for potential regulatory challenges
• Investing in compliance technology to streamline adaptation to new requirements

Effectively navigating regulatory changes requires specialized legal expertise and a proactive approach. By understanding how these changes impact corporate transactions and litigation risk, businesses can protect themselves while still pursuing growth opportunities.

For small and mid-sized businesses without dedicated in-house legal departments, partnering with business law firms that offer flexible access to legal expertise can provide crucial support during periods of regulatory change. These arrangements allow for ongoing regulatory guidance without the expense of full-time legal staff.

The post Regulatory Changes Impact on Corporate Deals & Litigation Risk | 2025 Guide appeared first on Bovarnick and Associates.

Critical Risk Assessment Areas

Asset Valuation
Beyond standard financial metrics, businesses need comprehensive legal assessment of intellectual property rights, ongoing contracts, and potential liabilities. This evaluation shapes both transaction structure and negotiation strategy. Early valuation helps identify deal-breakers and establishes realistic price expectations for all parties.

Due Diligence Fundamentals
Systematic scrutiny across multiple dimensions is essential:

• Contract Analysis: Review material agreements for change-of-control provisions, assignment restrictions, and termination triggers
• Regulatory Compliance: Examine licensing requirements, permits, and industry regulations, including pending regulatory changes
• Employment Matters: Assess agreements, benefit plans, and potential labor disputes, including union considerations
• Litigation Exposure: Investigate pending and potential litigation risks, including class action potential
• Customer and Supplier Relationships: Evaluate key business relationships and potential disruption risks

Transaction Documentation
Clear, comprehensive agreements protect all parties while preventing future disputes. Key provisions include:

• Precise representations and warranties covering business operations
• Specific indemnification terms with practical caps and baskets
• Well-defined closing conditions aligned with business objectives
• Detailed post-closing adjustment mechanisms
• Material adverse change provisions that address industry-specific risks

Risk Management Implementation

Corporate Governance
Maintain proper board oversight and shareholder approval processes. Document key decisions and their rationale to create a clear record of fulfilling fiduciary duties. Establish clear communication protocols between management teams during the transition period.

Integration Planning
Start early to identify potential operational conflicts, technology challenges, and cultural alignment issues. Address these proactively through transaction structure and post-closing arrangements. Develop detailed integration timelines with specific milestones and accountability measures.

Confidentiality Protection
Implement robust non-disclosure agreements and information control procedures to prevent competitive harm while maintaining transaction value. Establish clear protocols for handling sensitive information during due diligence and integration phases.

Specialized Risk Considerations

Distressed Transactions
Consider Section 363 sales in bankruptcy contexts, which provide cleaner asset transfers but require specialized procedures. Understand creditor rights and potential challenges to the transaction structure.

Tax Planning
Structure deals to optimize tax efficiency while ensuring compliance. Address potential tax liabilities through appropriate indemnification provisions. Consider international tax implications for cross-border transactions.

Antitrust Compliance
Evaluate potential competition issues early. Consider implementing appropriate remedies, such as business unit divestitures or operating restrictions. Develop contingency plans for potential regulatory challenges.

Environmental Liability
Conduct thorough environmental assessments, especially for manufacturing or industrial businesses. Structure appropriate protections through representations and warranties. Consider future regulatory changes and compliance requirements.

Intellectual Property Protection
Verify ownership and transferability of key intellectual property assets. Address potential infringement claims and implement appropriate transition agreements. Protect trade secrets during integration and establish ongoing compliance protocols.

Post-Closing Management
Establish clear protocols for addressing representation and warranty claims, managing escrow releases, and handling adjustments. These mechanisms protect both parties while providing clear paths to resolve disputes. Implement regular review processes to track integration progress and address emerging issues promptly.

Success in M&A transactions demands proactive legal risk management. Early identification and systematic addressing of legal risks protects transaction value while enabling post-closing success. Partner with experienced legal counsel who understand both transaction mechanics and practical business needs.

Connect with our M&A team to discuss your specific transaction needs and develop targeted risk management strategies that protect your interests throughout the process.

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Building a Strong Foundation with Legal Counsel

While legal counsel has traditionally been viewed as a reactive practice that tackles issues after they arise, there has been a significant shift in companies viewing legal counsel as a proactive measure that is imperative for building a strong corporate foundation. General counsel and chief legal officers are increasingly shaping corporate strategy and enlightening company staff on how to avoid common mishaps moving forward. Through risk and assessment, legal counsel can work with a company to identify potential legal challenges. They also provide intellectual property protection to safeguard company innovation. Furthermore, they ensure that staff adheres to ethical and legal standards to build stakeholder trust. In the event of a merger or acquisition, they help to structure deals for long-term success while meeting all regulatory and legal requirements.

Integrating Legal Strategy into Culture

With a solid legal strategy, every business decision is considered in terms of standards and requirements. In turn, employees have high expectations for meeting regulatory and legal requirements through every action, big and small. From ensuring that they cross-check all materials to upholding the highest ethical standards when building professional working relationships, legal counsel can help set the framework and serve as a trusted resource. When legal strategy is embedded into a company’s culture, you can see the results, which are visible in everything from client interactions to long-term strategic decisions.

Driving Innovation with Legal’s Support

From intellectual property protection to assessing legal challenges in the industry and mitigating those risks, legal counsel can help companies as they innovate and differentiate themselves in the marketplace. Legal teams help companies shape policies on ethical business challenges, data privacy and social responsibility, as well as optimize vendor relationships and secure proper terms in joint ventures. Legal counsel can also help draft the fine print in business agreements to avoid any costly mistakes and increase the chances of profitability.

When driving strategic decision-making in the C-suite, legal counsel is a main player. Companies are increasingly relying on legal to shape business best practices and policies and successfully navigate industry challenges.

At Borvanick & Associates, we specialize in helping business owners and entrepreneurs navigate through challenging legal issues. We represent businesses and entrepreneurs in general corporate, business bankruptcy, and business litigation. Contact us today to learn more about how we can provide legal counsel for your company to drive sustainable growth and success.

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Two companies that are combining is completing a merger or acquisition. When two companies merge, they are typically the same size, and they then become one enterprise. In an acquisition, one company takes over the other.

There are three types of mergers, horizontal, vertical and conglomerate.  A horizontal merger is between two companies that are in the same industry. They may or may not be competitors.  A vertical merger is between two companies, such as a supplier and customer.  In a vertical merger the acquiring company is attempting to consolidate its position in the industry.  In a conglomerate merger, two companies in two different industries, merge.

There are two different types of acquisitions.  One is a stock purchase acquisition.  In that acquisition, the company that is acquiring, pays the stockholders, and is then responsible for all of the assets and liabilities.  There may even be liabilities that the company is not aware of, and they are now responsible for them.  In this type of acquisition, the cash is preserved for the company.  Also, in a stock purchase acquisition, the acquirer does not have to worry about negotiating because the contracts contain anti assignment clauses.

The second type of acquisition is an asset purchase.  This type of acquisition is where the company only purchases the assets that it wants.  This type of purchase will protect the buyer from any liabilities.

Asset purchases are more common than stock purchases.  When determining payment, it is usually cash, or taking on certain contract liabilities.

When dealing with these complex mergers, and acquisitions businesses need a lawyer that they trust, to review all of the documents before signing.  You need to make sure that you work with a lawyer that has a lot of experience, and will take the time to review all of the information with you.  You need to get what the company is worth, and do the research on that.  By hiring the right lawyer, you will make sure that your interests are protected.  You don’t want to go into this type of business deal alone.  Having a knowledgeable lawyer by your side will make it work out much better for you in the end.  There are many different aspects to the transactions that the lawyer can walk you through.

When you need a lawyer to help you with a merger or acquisition make sure to call Bovarnick and Associates. They have many years of experience working with companies that are completing acquisitions and mergers.  They are located in the greater Philadelphia region for your convenience.  They are reliable, and will walk you through the transactions every step of the way.  Make sure to reach out to them to retain their services, no matter how big or small your merger or acquisition is.

The post Mergers and Acquisitions 101: What you need to know before the sale appeared first on Bovarnick and Associates.

Types of Clauses

Termination Triggers are an important clauses to make sure that you have in your employee contracts.  Sometimes it is necessary to fire an employee, when you do this you must make sure that your clause in your contract covers you.  It must clearly state the circumstances in which one or both of the parties can terminate the contract, non withstanding the time left in the agreement.  This is very important so that you do not get caught in a situation that you cannot terminate someone that you would like too.

The Jurisdiction Clause is important in all business contracts because it is essential in determining the legal framework where any and all contractual problems will be resolved.  This clause can also be known as a choice of law or forum selection. This clause is necessary to announce the jurisdiction and or court that will be the choice for resolving any issues that your business may have.  This is where the parties in the contract will go, if an issue arises.  It is important to have this clause in place.

The Copyright clause is necessary for business owners to establish in their contracts to protect themselves and their company.  By including a copyright clause in your business contract, it protects you from having any of your content stolen.  By instituting a copyright clause, this illustrates what is the website owner’s intellectual property, so that others know what they can and cannot do with it.  It keeps the business from having their work plagiarized.

The indemnity clause is very important to include in business contracts because it changes the risk from the indemnified party to the indemnifying party.  This clause gives the indication that the agreement between the two parties is that one will compensate the other for any losses or damages.  This shifts the risk from the indemnified party to the indemnifying party.  This process will compensate a person for damages or losses that have incurred due to an accident or event.

The Dispute Resolution Clause is important to have in a business contract to protect your business from any disputes against your business that may arise.  This clause will outline what the process will be if a dispute occurs.  This will be in place to make the process smoother to resolve a dispute by trying to provide a clear and concise path of what the process will be.  By establishing this, both parties in the dispute will be aware of the process, and will follow it through.

A Force Majeure Clause needs to be included in business contracts to make sure that if there is an unforeseeable and unavoidable catastrophe that could possibly prevent you from completing obligations, you will be covered.  A Force Majeure Clause is to make sure that you do not have any liability, if an unexpected and unavoidable event occurs.  Generally, these clauses will cover some human actions, such as diseases, and also some natural disasters such as earthquakes, tornadoes, and hurricanes.  These events are not predictable and they could wreak havoc on your business.  It is in important clause to include.

How to Complete Your Business Contract

In order to have a through and complete business contract, you must make sure to include all of the important clauses.  The best way to insure that you have everything included that you need to, is to hire a very competent business lawyer.  Bovarnick and Associates have an enormous amount of experience with business law.  Many of their attorneys can assist with this, no matter how big or small your business is.  They will walk you through every step of the way.  You will feel much more secure knowing that your business contract is done right.  Reach out to today at 215-568-4480 / www.rbovarnick.com.

The post Understanding Business Contracts: Key Clauses Every Entrepreneur Should Know appeared first on Bovarnick and Associates.