Sales of Businesses: Mergers and acquisitions/Asset purchase agreements/Stock purchase agreements

Our representation of start-up and emerging companies and business succession planning continues to be an exciting and growing part of our practice. As our clients venture into the promising technologically-driven future of business, they have looked to us regarding corporate mergers and acquisitions, including stock sales, asset purchase agreements, acquisition of other companies and all aspects attendant to these areas, including intellectual property issues.

Over the years, DR has represented clients in numerous stock purchase, asset purchase and merger agreements, for both Colorado and nationally based companies. Our careful approach, focusing on client involvement from the beginning to the end of the deal, has served our practice and our clients well. From the beginning of the deal, including finding or testing a buyer or seller, negotiating a non-disclosure agreement, to negotiation of an “LOI” (letter of intent), to negotiating terms, to funding of an agreement, to closing and attendant details, DR has the experience and skills to guide you through a sale, purchase, or merger of your business.

Here are some examples of recent transactions where we have helped clients:

• DR led a team of lawyers on a complex stock purchase of a large local specialty construction company.
• DR worked with other firms for a major merger between local medical providers to form a regional medical company with different divisions in several states.
• DR served as counsel for seller of a Douglas-county based technology company and shareholders who entered into a stock purchase agreement and related transactions in a deal worth over $10,000,000. The stock was purchased by a leading Fortune 500 technology company.
• DR assisted a local franchise operator of a nationally based disaster restoration company purchase an existing franchise and business in order to expand our client’s footprint and business operations in the metro Denver area.
• DR helped a local entrepreneur purchase an established high end women’s clothing boutique, walking and counseling the client through the entire process.
• DR assisted several Western Slope-based businesses sell and acquire existing retail businesses specializing in sales of construction materials. As our clients focused on the practical aspects of the purchases, DR assisted and executed the acquisition strategy as well as assisted in our clients’ overall planning strategies.
• DR recently assisted a Denver based company specializing in bill review services for workers’ compensation billings sell their assets to a national company specializing in bill review services. DR counseled the client on the entire transaction, from the initial stages, through a nondisclosure agreement, a letter of intent, and finally through the asset purchase. Additionally, DR assisted the owners of the company negotiate and work together to close the deal.
• DR recently assisted a local medical group expand its urgent care practice group through the purchase of another urgent care clinic. The purchase was part of the client’s expansion strategy aimed at taking the company nationally in the near future. The deal involved special issues relating to transfers of medical practice, medical practice accounting issues, and non-competition agreements between physicians.
• DR assisted with the sale of the internet based business.
• DR represented Golden’s EDS Waste Solutions, Inc. in the sale of that business to Waste Management, Inc. EDS Waste Solutions, a 100 year-old family business, continues to operate its transfer station facilities. DR was proud to help the owners of the company in all the complexities and details of the transaction, from the beginning of the transaction to the closing of the deal.
• DR assisted clients from “The Sportsbook, LLC” and then walked the owners through the myriad of decisions and funding mechanisms – letter of intent, designating membership and voting interests, member buy-sell agreements, negotiation of promissory notes; and then we assisted the client successfully purchase a nearby restaurant/bar.
• DR assisted a nationally based software and technology provider negotiate a stock purchase agreement by a Fortune 500 company.
• DR represented a national construction-materials based company acquire and sell several Colorado-based commercial businesses.

In addition to our transactional work, we assist clients in post-closing acquisition disputes. DR recently assisted a seller of a mountain-based resort company negotiate a dispute with the buyer of the company. The representation was part of DR’s asset purchase /merger practice specialty. With DR’s assistance, our client was able to resolve its dispute without having to go to court.