Top M&A Law Firm | Technology Company Sale Guidance

1. Top M&a Law Firm New York | Client Background and Strategic Objectives

The client was a U.S. Based information technology solutions provider with operations across multiple states and long standing contractual relationships with federal, state, and municipal agencies.Headquartered in New York, the company sought legal guidance regarding a potential sale after receiving multiple unsolicited strategic inquiries.Given the sensitivity of government contracts and securities compliance, early involvement of a Top M&A law firm was critical to managing risk and preserving enterprise value.

Corporate Structure and Regulatory Landscape

The company was organized under the New York Business Corporation Law (BCL §§ 401–404) and maintained subsidiary entities in several jurisdictions.

Its operations included government procurement contracts governed by the Federal Acquisition Regulation (FAR) and applicable New York public contracting rules.

Because ownership changes can trigger consent requirements or disclosure obligations, transaction planning required careful alignment with both federal procurement standards and New York corporate governance law.

2. Top M&a Law Firm New York | Formation of a Multidisciplinary Legal Team

Recognizing the complexity of the proposed transaction, our Top M&A law firm assembled a cross functional legal team to address corporate, regulatory, litigation, and compliance issues simultaneously.Attorneys from our mergers and acquisitions, securities, government contracts, and dispute resolution groups worked in a unified structure.This approach ensured consistent legal messaging and minimized delays during negotiations.

Coordinated Legal Strategy Across Practice Areas

Corporate counsel focused on transaction structure, valuation mechanics, and compliance with New York fiduciary duty standards under BCL § 717.

Securities lawyers addressed disclosure obligations and confidentiality considerations arising under the Securities Exchange Act of 1934.

Government contracts counsel evaluated assignment, novation, and change of control risks under FAR Subpart 42.12, while litigation attorneys assessed contingent exposure that could affect deal pricing.

3. Top M&a Law Firm New York | Negotiation Challenges and Competing Bidders

After an initial non binding indication of interest, negotiations commenced with the first prospective acquirer under a structured confidentiality agreement governed by New York law.Midway through diligence, that bidder withdrew unexpectedly due to internal financing constraints.At this stage, the board formed a special committee to ensure compliance with fiduciary obligations and to independently evaluate alternative offers.

Special Committee Guidance and Renewed Negotiations

Pursuant to New York common law fiduciary principles and BCL § 713, our Top M&A law firm advised the special committee on conflict management and decision making protocols.

When a second bidder advanced discussions, the committee engaged in parallel negotiations to maximize value and preserve leverage.

Shortly thereafter, the original bidder re entered the process, requiring simultaneous negotiations with two parties under strict information controls.

4. Top M&a Law Firm New York | Transaction Execution and Successful Closing

With two active bidders, our team drafted and negotiated a definitive merger agreement governed by New York law, incorporating representations, warranties, indemnification provisions, and regulatory covenants.Extensive legal due diligence was conducted, including review of government contracts, employment matters, and intellectual property assets.Throughout the process, we provided continuous advice to the board and special committee to ensure informed decision making and procedural integrity.

Closing Mechanics and Legal Compliance

The transaction closed following satisfaction of customary closing conditions and receipt of required governmental consents.

The final structure complied with New York Business Corporation Law merger provisions (BCL § 903) and applicable federal regulations governing assignment of government contracts.

As a result, the client completed a successful sale while minimizing post closing risk and preserving its reputation within the public sector marketplace.

21 Jan, 2026

Top M&a Law Firm | Technology Company Sale Guidance

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