Customized, Informed And Trusted Business Counsel

Helping You Buy, Sell And Restructure A Business In New York City

Based in New York City, our corporate and business lawyers at Cea Legal P.C. are dedicated to providing customized and innovative legal strategies. We help businesses across various industries achieve their legal goals, offering guidance on asset purchases, stock acquisitions, mergers, and other restructuring activities.

Whether you’re an entrepreneur, a startup, or an established company, our corporate attorneys are here to support you as your business evolves to its next level.

Asset Purchase: Selecting What You Acquire Efficiently

In an asset purchase, buyers have the flexibility to select specific assets they wish to acquire while avoiding the assumption of undesired liabilities. This transactional structure allows you to focus on assets necessary for your business operations, such as equipment, inventory, or intellectual property, without inheriting the seller’s unsecured obligations.

Nevertheless, it is crucial to conduct thorough due diligence to ensure no implied liabilities are assumed unintentionally.

Our corporate lawyers will help identify and assess these risks, ensuring that secured claims from the seller’s creditors do not transfer with the assets being purchased.

Stock Acquisition: Advantages of Acquiring an Established Entity

When considering a stock acquisition, the buyer purchases ownership in the target company, acquiring all its assets and liabilities. This structure is optimal when the target company has a strong financial standing, an established reputation with customers, and no significant legal disputes. Although this type of acquisition involves assuming all liabilities, it simplifies the process by allowing you to take full control without needing to select specific assets or renegotiate contracts and employee positions.

Conducting meticulous due diligence remains crucial to confirm the accuracy of provided information, ensuring no hidden liabilities exist. Our lawyers ensure that this process is thorough, safeguarding your investment.

Merger: Strategic Consolidation for Growth

Mergers involve the strategic consolidation of two companies, where the acquiring company assumes all rights and obligations of the target company. There are various merger structures, each serving specific strategic goals:

  • Direct Mergers: In this approach, the target company merges directly with the acquiring company and ceases to exist. This requires shareholder approval from both companies unless specific conditions are met. It allows for seamless integration but involves assuming all liabilities of the target entity.
  • Forward Subsidiary Merger: Here, the target company merges with a newly created subsidiary of the acquiring company. The target ceases to exist, but the subsidiary retains liabilities, offering a layer of protection to the parent company. This structure does not necessitate approval from parent company shareholders and can simplify certain logistical aspects of large-scale mergers.
  • Reverse Triangular Merger: This structure is similar to a forward subsidiary merger, where a subsidiary of the acquiring company merges into the target, which continues to exist. Approval processes remain simplified, and it allows the acquiring company to preserve the target’s operational identity, useful for leveraging existing brand equity.

Our attorneys assist companies across diverse sectors, including fashion, technology, healthcare, and hospitality, ensuring a smooth transition for your business, its assets, liabilities, and employees.

Consult A New York Business Acquisitions Lawyer

Our business acquisitions lawyers are available for initial consultation appointments. During this confidential consultation, our attorneys can answer your questions and provide you with insight into possible next steps.

To schedule an appointment, you can call our firm at 212-847-5007 or send us an inquiry through our website.