Minnesota Merger And Acquisition Lawyer

Merger and Acquisition Attorney in Minnesota

For construction businesses in Minnesota, a change in leadership under a merger, acquisition, or business succession can offer a strategic opportunity to restructure operations. Whether your goal is better company performance, lowering costs, diversification, or eliminating competition, mergers and acquisitions can reshape your company and come with major benefits. However, when these occur, a Minnesota mergers & acquisitions lawyer should be retained.

In a merger, acquisition, or succession situation, several legal challenges may arise. The right thing to do for yourself, other interested parties, and your business as a whole is to consult with a successions attorney who can guide you through every step of the process. As entrepreneurs and business owners ourselves, the team at Minnesota Construction Law Services (MNCLS) helps our clients create a plan that protects continuity and supports long-term strategic goals.

Working with MNCLS can help ensure these challenges are avoided in the first place. We provide clear legal guidance to help you avoid costly disputes and keep your focus on running your business.

Mergers, Acquisitions, and Business Succession Planning

Framing your business merger and acquisition strategy or starting your family business succession planning is a big deal. You have spent years building your business, it is not a simple and passive transaction and at MNCLS, we understand that. We know the connection you have formed with your business, that’s why we want to help you make the most of your next step, whether that’s a business merger, acquisition, or succession.

If you are selling your business, we help plan your long and short-term strategy to position your company to have the most value. If acquiring a business or joining as a partner, we help navigate that process so it is straightforward for all parties. We help handle all the details, such as past or ongoing project liabilities or worker’s compensation, so you can cleanly exit or acquire the business. Since we offer a legal and business perspective, we know what questions to ask and what problems to avoid so your business merger, acquisition, or succession capitalizes on the value you’ve spent years building.

Defining Mergers and Acquisitions in the Minnesota Construction Industry

At Minnesota Construction Law Services, our team is proud to serve folks involved in the construction sector, from the busy streets of St. Paul to the quieter areas of Minnetonka and St. Cloud. We advise construction business owners at each phase of the transaction—from deal structuring to regulatory compliance—to ensure a smooth and legally sound transition. We understand how hard you have worked to build your business. Now, let us work hard to protect its future.

In 2021, the United States saw more than 25,000 mergers and acquisition deals involving companies across the country. When it comes to mergers and acquisitions, it is important to understand the definitions behind these terms so that you can know what your greatest options are moving forward. These definitions include:

• Mergers. This arrangement occurs when two companies come together to form a new business entity. A merger can be used to improve the competitive positioning of the company and create a business alliance that can strengthen the companies and bring them under one roof. These arrangements offer several benefits, including increased market share, risk diversification, and savings on certain costs. Different mergers include:
  • Vertical mergers. These mergers typically involve companies that are at different stages in a production process, such as a homebuilder in Duluth and a material supplier, like a lumberyard, outside the city. These kinds of mergers work to enhance the efficiency of the supply chain and save on costs.
  • Horizontal mergers. These mergers occur between companies that are involved in the same industry, such as two architectural firms operating in St. Paul, and work to increase market share and reduce the overall competition in the area.
  • Market extension mergers. These mergers are arranged between companies that operate in the same industry but are in different markets, such as luxury home builders and log home builders. This allows the companies to access new areas and increase their customer base.
  • Conglomerate mergers. These mergers take place between companies that are in unrelated businesses. Mergers allow these companies to diversify their overall operations and reduce certain risks that may accompany their businesses.
  • Product extension mergers. These mergers involve businesses that operate in the same industry but offer different products, such as a lumber yard and a roofing material supplier. This allows the companies involved to expand their product lines and increase their overall market reach.
• Acquisitions. This legal arrangement occurs when one construction business, such as an architectural firm, buys another construction business either through an asset or stock acquisition. This helps the purchasing company gain control over the purchased company. An acquisition arrangement comes with several benefits, including having access to new markets, having certain tax advantages, and company diversification.
• Consolidations. In this arrangement, multiple different construction companies work to combine and form a completely new and separate business entity. The original companies will then be dissolved as all parties decide to move forward under the new company. These arrangements have several benefits for all parties, including a reduction in costs and a boost in company efficiency. Consolidations can eliminate competition and increase sales.
• Asset purchasing. This occurs when one construction company, such as a luxury home builder in Minneapolis, purchases the assets of another company instead of purchasing the shares of that company in order to control certain properties of their operations. This can help reduce certain risks as well as save on certain costs.
• Offers of tender. This can occur when one company proposes to buy the shares of another company’s shareholders at a set price (in most cases, at a certain premium). If the offer fails, investors are kept from liquidating their stock positions.

• Management acquisitions. This arrangement can occur when the manager of a company purchases certain controlling interests in order to make that company private, most often with the help of outside monetary contributions.

In Minnesota, where the construction industry is the 8th largest employer in the state, mergers, acquisitions, and successions happen every day. When these arrangements occur, you need a qualified and experienced construction business attorney who can help you achieve your goals by combining technologies, ideas, resources, and overall market reach. Keep in mind that these transactions are complex, and having an attorney by your side is essential for success.

The Role of Our Attorneys

For over a decade, the team at MNCLS has been providing a full spectrum of legal services to construction companies in Minnesota that are looking into mergers, acquisitions, or succession plans. We work to protect you and your interests and support your strategic goals. When you work with our team, you can expect the following services:

• Efficient strategies. From the beginning of your merger, acquisition, or succession, we are here to help develop efficient strategies that align with your business objectives, including financial outcomes, succession preferences, and long-term growth plans.
• Due diligence. At MNCLS, we work to offer our clients comprehensive care through due diligence in order to assess the target company’s overall health, capabilities of operations, and legal status.
• Structuring of the transaction. We can advise our clients on the correct structure for all mergers and acquisitions transactions, and we take into consideration all your goals, potential tax implications, and legal requirements as stated by Minnesota law.
• Negotiations. Our team can help in all negotiations and draft all the necessary legal transaction documents to ensure that the deal or succession plan is fair and enforceable.
• Compliance. We work to guide our clients through all compliance regulations to ensure that the merger, acquisition, or succession plan complies with the necessary rules and regulations.
• Business integration. Once the merger or acquisition has taken place, our team can provide you with legal support to help align all company operations and systems to ensure a smooth and efficient transition.

What is Our Process?

Step One: Understand your business

We want to understand your goals for a potential merger or acquisition. Our first step is to better understand your business and the results you are hoping for in order to create a strategy that aligns with your vision. If you find yourself considering the acquisition of a competitor, such as another construction company in St. Paul, it is smart to assess their financial statements and current customer contracts. We can help with this step and identify any potential risks.

Step Two: Negotiation

Second, once our due diligence is complete, we can begin the negotiation process. For example, if you are acquiring a roofing company in Minneapolis, you might wish to begin negotiations regarding the purchase price based on the potential future growth of the company. The attorneys at MNCLS can structure the deal with options like earn-outs, as this can work to protect your investment and align with your overall goals and interest.

Step Three: Documentation

Your attorneys then work to draft and review all the documentation required for the transaction. This might include a thorough purchase agreement that can clearly lay out how the transfer of assets, such as real estate and inventory, may happen. This can help ensure that all regulatory requirements are met and all potential legal complications can be avoided.

Step Four: The closing

As the deal reaches a closing date, ensuring that the final steps are coordinated and acted upon is key. This might include merging teams or consolidating all supplies. This can help ensure the transition is smooth and existing operations can continue on without a hitch.

Common Issues in Business Mergers, Acquisitions, and Successions

Selling your business can be a difficult process that requires an in-depth business exit strategy. If not thoughtfully planned and executed, it risks future business problems including large financial issues. We have helped numerous contractors and other business owners with business transactions, from selling between partners to planning business succession to children, and we account for legal risks, business objectives, and the long-term impact of the transaction on company structure and leadership.

Speak With a Minnesota Mergers & Acquisitions Lawyer Today

If you are considering a merger or acquisition, or would like to have a succession plan in place for your construction business in Minnesota, contact the MNCLS offices today and learn more about how we can support you.