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The purpose of this guide is to save you time, money and aggravation. Mergers, acquisitions, finance and similar transactions are not “business as usual,” they are “extraordinary transactions.” Obtaining experienced legal representation appropriate to the transaction can make the difference between a smashing success and an abject failure. Herein, you will find a summary of the role of a lawyer, some basic tips on selecting the right lawyer, and a summary description of the services that a lawyer typically performs in representing a client who is a party to an extraordinary transaction.

Lawyers, first and foremost, represent their clients’ interests. In most transactions involving the sale or finance of a company, there are at least two parties who have their own legal representation. Although all lawyers practicing in the United States are licensed by at least one state, there is a broad array of different types of law. In the context of mergers and acquisitions, a party may require representation familiar with the legal aspects of taxes, securities, bankruptcy, corporate formalities and shareholder rights, antitrust, real estate, employee rights and benefits, environmental regulations, intellectual property, commercial contracts and any number of other specific areas. Each lawyer will conduct diligence with respect to the company in question and will then advise their client of any risks attendant to the transaction or to their client’s business following the transaction. Each party’s lawyer will assist their client to negotiate and arrive at the most favorable structure and terms for the transaction and to document those terms. The lawyers also manage the process of obtaining third-party consents and government approvals, making required governmental filings, arranging for third-party services (like escrow agents and title insurance) and organizing and executing the closing of the transactions so that all of the documentation is properly executed and delivered to each party. Depending on the transaction, a party’s lawyer may also provide a legal opinion as to certain aspects of the transaction. …


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“Fake News”; By-product of Freedom of Speech, but Scourge of Democracy.

“Fake News” appears to be an unavoidable plague of the rapid connectivity digital age. Take any issue of wide-spread concern and you will find a variety of opinions:

  • Gun Control
  • Climate Change
  • Economic Policy
  • Legalization of Cannabis

The list goes on and on. At least in the United States, the First Amendment to the Constitution provides all citizens a right to freedom of speech. …

About

Josh Lawler

Josh Lawler is a partner at Zuber Lawler whose practice focuses on mergers & acquisitions, securities law and technology transactions.

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