Corporate Attorney in New York City : Corporate Acquisition Guide

Stock acquisitions involve purchasing the target company's outstanding shares, transferring ownership and liabilities to the buyer. Asset acquisitions allow the buyer to select specific assets and assume only designated liabilities, providing greater control over what is acquired. Mergers combine two companies into a single entity, often used when the target company will cease to exist as a separate legal entity. Each structure carries different tax consequences, regulatory requirements, and post-closing obligations. A corporate attorney in New York City evaluates your business objectives and recommends the most advantageous structure for your transaction.

Due diligence is the investigative process that precedes acquisition closing and involves examining the target company's financial records, contracts, intellectual property, litigation history, regulatory compliance, and employee matters. Legal due diligence specifically focuses on identifying potential liabilities, contract restrictions, and regulatory issues that could affect the acquisition value or post-closing operations. Our firm conducts comprehensive due diligence to uncover hidden risks and ensure you have complete information before committing to the acquisition. This thorough review protects your investment and prevents costly surprises after closing.

New York requires that acquisitions follow specific statutory procedures, particularly when mergers are involved. The New York Business Corporation Law outlines board approval processes, shareholder voting requirements, and appraisal rights that protect minority shareholders. Creditor notification and successor liability rules also apply in certain transactions. Additionally, New York imposes specific requirements for the transfer of business licenses and permits, which must be addressed before closing. Our firm ensures all state law requirements are satisfied and documents are properly filed with the appropriate state agencies.

The Federal Trade Commission and Department of Justice enforce antitrust laws to prevent acquisitions that substantially reduce competition. Transactions exceeding certain size thresholds require Hart-Scott-Rodino filings and waiting periods before closing can occur. Industry-specific acquisitions may trigger additional regulatory review, particularly in healthcare, telecommunications, and financial services. A corporate attorney in New York City analyzes potential antitrust issues early in the transaction process and manages regulatory filings to minimize delays. Our firm has experience navigating federal antitrust reviews and securing necessary clearances for complex transactions.

New York Supreme Court maintains specialized commercial divisions in New York County and other counties that handle acquisition-related disputes with expertise and efficiency. These courts interpret purchase agreements, apply New York contract law, and award damages for breach of representations, warranties, and covenants. The Commercial Division follows streamlined procedures designed to resolve disputes relatively quickly compared to general civil litigation. Representation and warranty insurance has become increasingly common in acquisitions and provides an additional layer of protection against post-closing claims. Our firm represents clients in both pre-closing negotiations and post-closing disputes to protect your investment and enforce your contractual rights.

Many acquisition agreements require disputes to be resolved through binding arbitration under rules established by the American Arbitration Association or similar organizations. Arbitration offers confidentiality, flexibility in scheduling, and the ability to select arbitrators with specific industry expertise. However, arbitration also limits appeal rights and discovery compared to court litigation. A corporate attorney in New York City reviews arbitration clauses carefully and advises whether arbitration or court litigation better serves your interests in a particular transaction. Our firm manages arbitration proceedings and represents clients throughout the resolution process.

The purchase agreement establishes the legal rights and obligations of both parties and serves as the primary source of remedies if disputes arise. Key terms include representations regarding the target company's financial condition, legal compliance, contracts, intellectual property, and liabilities. Indemnification provisions determine which party bears the cost of breaches and specify caps, baskets, and survival periods for indemnification claims. Purchase price adjustments based on working capital, inventory, or other factors require clear definition and calculation procedures. Our firm negotiates favorable terms and ensures your representations and indemnification protections are comprehensive and enforceable.

Acquisition agreements specify conditions that must be satisfied before closing, including regulatory approvals, third party consents, financing arrangements, and satisfaction of representations and warranties. Post-closing obligations may include employment arrangements, transition services, non-compete agreements, and customer notification procedures. The following table outlines typical closing conditions and post-closing obligations in acquisition transactions:

Our firm manages all closing conditions, coordinates with regulatory agencies and third parties, and ensures all closing deliverables are properly prepared. We also structure corporate acquisition agreements to address post-closing matters clearly and minimize disputes. Additionally, we provide guidance on business acquisition transactions that require specialized structuring or regulatory compliance.