WHAT WE DO
Services
Mergers & Acquisitions
Our broad M&A experience includes advising clients on:
- Asset and equity purchases
- Mergers
- Management buy-outs
- Stock-for-stock acquisitions
- Carve outs
- Joint Ventures
Self-funded Searchers: Though it may be one of the most popular forms of entrepreneurship through acquisition, a self funded search can be a lonely road for an entrepreneur searching for a business to acquire. That’s why so many self funded searchers rely on SMB Law Group to advise them through their entire transaction cycle.
From analyzing target businesses, to drafting and negotiating LOIs, our legal team assists self-funded searchers in structuring a winning bid. Once under LOI, our team goes to work performing a robust legal diligence review of the business, drafting and negotiating definitive transaction agreements, reviewing debt financing documents, and ensuring that equity investments are raised in accordance with applicable securities regulations.
Traditional Search & Search Funds: Our deep bench of experience in private equity M&A means that our legal team has the experience to represent traditional searchers and search funds through their entire life cycle, from fund formation, to acquisition, and through exit.
Micro-PE Funds: The needs and demands of micro private equity (PE) funds differ from those of self-funded and traditional searchers in that micro-PE funds do not operate the businesses they acquire. Rather, they partner with operators (oftentimes the seller of the acquired business) to run each portfolio company. As such, micro-PE funds rely not just on experienced M&A counsel, but also a legal team with the knowledge and experience required to implement employment and equity arrangements with operators to align incentives with the investors.
Our attorney’s at SMB Law Group have decades of combined experience representing private equity funds and portfolio companies in negotiating and structuring complex transactions with sellers and operators.
Corporate Acquirers: Existing companies, from small businesses up to the largest multinational companies, routinely engage in M&A transactions as a part of the strategy, whether by acquiring companies that bolster existing or add new business lines, or by selling off assets and divisions of non-performing or non-core assets.
When these transactions are under $25 million, however, these corporations do not want to use their go-to M&A firms for larger ticket transactions due to the cost of those large law firms relative to the size of the transaction. This is where the high-stakes M&A experience of SMB Law Group’s legal team steps in and offers a more affordable option to corporate acquirers without sacrificing the quality of legal representation.
Small Business Sellers: As an entrepreneur, you have spent years building your business and increasing your personal net worth through your own sweat equity and labor, making the sale of your business the largest and most important financial decision of your life. Whether you’re just starting to think about selling your business or you’re well down the road with an engaged broker or even buyer on the hook, your need for competent legal representation has never been more important to ensure that you protect your interests.
Working with SMB Law Group, we will work hand in hand with your tax, accounting, and estate planning advisors to ensure that you maximize the value of your investment and protect your and your family’s interest as you prepare to exit your business.
Corporate Structuring
Entity Formation: Whether your needs range one off entity formation to designing and implementing the most complex corporate structures, our legal team’s vast experience with all types of entities – corporations, limited liability companies, partnerships (including general partnerships, limited partnerships, limited liability partnerships, and more), and more – is here to help
Acquisition Structuring: Your choice of corporate structure when engaging in an M&A transaction can have significant consequences in your tax treatment, exposure to liabilities, and more. Our experienced transaction counsel will work with your accounting and tax advisors to help you navigate the complexities of structuring your acquisition based on your unique goals and objectives.
Holding Companies: Building and growing a holding company involves so much more than simply forming an entity to sit at the top of your structure. From estate planning and liability protection to tax planning and cash management, the design of your holding company structure has far reaching consequences for your holding company structure. Whether you’re starting from scratch or reorganizing an existing web of businesses and entities, our legal team will partner with you and your tax and accounting advisors to navigate the myriad complex issues that inform how you design and implement a holding company structure.
General Corporate
Disclaimer: At this time we are not accepting engagements for general corporate matters for new clients. General corporate representation is currently reserved for existing clients who have closed an acquisition with SMB Law Group’s support.
Post-transaction support: After closing an acquisition, your job as a searcher immediately turns to the operations of the business and how to increase profitability. Part of that process can include a number of actions that may require ongoing legal support. Updating and launching a new website may mean you need new terms of service and an updated privacy policy.
Improving your customer conversation and customer experience may mean updated terms and conditions and statements of work for customers. Improving your recruiting and retention capabilities may mean updated employee offer letters and an employee benefits review. All of these actions require support from experienced legal counsel and SMB Law Group is prepared to assist you every step of the way.
Raising Money from Investors
Equity Raises: Soliciting equity investment from investors has significant legal restrictions. Federal and state “securities” laws require any “security” (e.g., equity interest, loan, or similar investment) sold to raise capital must either be registered or subject to an exemption from registration. If relying on an exemption from registration, there are limitations on how, and from whom, you can solicit and raise capital. SMB Law Group regularly works with people and entities that are raising equity for their transactions, and we can help you navigate the complex rules and properly document and execute an equity raise process.
Private Placements: A “security” must be registered with the Securities and Exchange Commission or qualify for an exemption from registration. This is a complicated process that SMB Law Group regularly advises clients through. For example, if a person or entity raises a limited amount of capital and sells to a limited number of investors (or to certain “accredited” investors only), they can be subject to a registration exemption – this is called a private placement. This area of law is complicated and hard to navigate, but SMB Law Group is very experienced in this particular area of law.
Search investments: SMB Law Group also advises investors (often called “limited partners”) in their various investments into search fund transactions. This experience includes advising investors in “traditional” search fund vehicles (i.e., a searcher is raising capital to execute a search) as well as advising investors in the actual M&A transactions (both “self-funded” and “traditional” search investments). We have vast experiences with search funds representing both the searcher, the entity raising capital and the investors investing in the searcher and/or search entity
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