An acquisition ties what is being bought to the agreements that allocate control, obligations and continuity.

The buyer is a body of layers. The target arrives as an opaque mass; the perimeter of the deal is defined and whatever falls outside it is set apart. In due diligence the body opens into layers and the contingencies that could not be seen appear. Three forms of the transaction are compared by tax burden, one is chosen and the acquisition vehicle sits on top of it. The contract allocates the contingencies: some are covered, one is left out. Three conditions are met, the company crosses over and becomes part of the buyer, which grows.

1. What is acquired, and what stays out?
2. How are control and obligations allocated?
3. What must keep running after closing?

Practice areas involved

• Corporate & M&A
• Tax
• Employment

The capital contributed and the rights shared must support how the next stage is governed.

The company is a body. A contribution enters from outside and the body grows. Ownership is reorganized into three lobes, each with its own defined outline. From each partner a column rises to a common ring that only closes when all three are present: some decisions require every partner. The shareholders’ agreement leaves one stretch open with defined edges: the exit is drawn before it is needed.

1. What capital does the business need?
2. Which rights are shared?
3. How is the next stage governed?

Practice areas involved

• Corporate & M&A
• Tax
• Intellectual Property

Changing the structure requires knowing in advance which obligations remain and how the transition will be carried out.

The operation runs along a closed circuit. In one stretch it builds up and moves more slowly. The diagnosis marks out that stretch. A new structure is drawn that passes above it. At the fork the flow divides and moves over to the new path without ever stopping. Part of it remains bound to the previous stretch, where the anchor of what remains is set.

1. What has to change?
2. Which obligations remain in force?
3. How is the transition carried out?

Practice areas involved

• Corporate & M&A
• Tax
• Employment
• Real Estate

The response is prepared by understanding the exposure, what was agreed and the mechanisms available to act.

The business is a body with its activity inside. Exposure enters through seven specific points and pulls value outward. The agreements are built into the skin at exactly those points: five are covered and two remain open. The same pressure returns: where there is a condition it is guided along the surface and leaves without entering; where there is none, it enters. The prepared response contains what came in and sends it back along a defined path.

1. Which asset or relationship is exposed?
2. What do the agreements provide?
3. Which response should be prepared?

Practice areas involved

• Intellectual Property
• Litigation
• Corporate & M&A