Mergers & Acquisitions
At Lockaby PLLC, our work in the complex area of mergers and acquisitions is unrivaled among firms of our size. We are called upon by buyers and sellers as Labor & Employment counsel to manage the complex labor, employment, and HR issues involved in M&A transactions, working in conjunction with corporate counsel and the entire deal team to mitigate employment-related risks, achieve the desired transaction goals, and ensure a seamless post-merger integration. Our managing partner, Matt Lockaby, even founded a HR consulting company, Axis HR Solutions, that specializes in providing HR due diligence and HR and human capital integration solutions for buyers and sellers engaged in middle market M&A transactions.
Our M&A experience also encompasses our representation of buyers and sellers, as corporate or deal counsel, in mergers, acquisitions (including stock purchase and asset purchase transactions), and other restructuring transactions, such as combinations, divestitures, and carve-outs. We work with clients at every step of the M&A process, including pre-LOI deal planning, due diligence, definitive agreement negotiations, and post-close support.
“Time Kills All Deals”
In every M&A transaction, regardless of its size or dollar value, experienced and sophisticated legal counsel can help buyers and sellers navigate a variety of complex issues, including deal structure, valuation gaps, financing (such as seller financing and debt, equity, and/or mezzanine financing), indemnification issues (through negotiation of “caps” and “baskets”), representations and warranties issues and insurance coverage, working capital determinations and adjustments, purchase price adjustments, and regulatory approvals.
All of these issues must be addressed and resolved in a timely manner, usually on expedited timelines, because “time kills all deals.” At Lockaby PLLC, we have the necessary experience – as Labor & Employment counsel and as deal counsel – to ensure all of these issues are addressed proactively in a timely manner that ensures each deal proceeds as smoothly and efficiently as possible.
Integrated Deal Teams
In any M&A transaction, buyers and sellers need the support and assistance of an integrated team of professionals to help them accomplish the desired transaction goals. At Lockaby PLLC, our attorneys maintain close working relationships with business brokers, M&A advisors, investment bankers, tax advisors, financial advisors, and estate planning attorneys to ensure that our clients receive holistic advice and counsel on every aspect of these important transactions.
Our successful results speak for themselves:
Provided labor-and-employment counsel to buyer in $1M+ strategic acquisition of independent insurance agency, advising on employment contracts, enforceability of restrictive covenants, and deferred compensation obligations.
Represented seller in $3m+ asset purchase transaction involving complex earn-out terms, seller financing, and lease of commercial real estate.
Represented buyer in divisional acquisition of competitor, preparing and negotiating asset purchase agreement and providing labor-and-employment and HR due diligence.