A core area of Mr. Lenczowski’s practice is mergers and acquisitions. Frequently, Mr. Lenczowski serves as counsel to sellers of businesses, but he also represents buyers, in either case, assisting his clients achieve maximum value with minimum risk.
On the sell side, Mr. Lenczowski counsels business owners on preparing their businesses for sale, and conducts legal reviews to anticipate problems and correct them prior to going to market so that problem areas are not discovered during due diligence with resulting pressure to adjust valuation downward. This counseling role includes finding and assembling the correct financial intermediary and team of advisors, negotiating correct engagements with those advisors, assisting with tax planning and structuring of the transaction as a stock sale, asset sale or merger. If the transaction is to be an asset sale, Mr. Lenczowski works closely with the client’s CPA and management to analyze the tax implications of an asset sale, and assists in formulating a strategy for the allocation of the purchase price to various assets as material terms of the sale to be negotiated. Further, Mr. Lenczowski assists sellers, their CPA and financial intermediaries with preliminary negotiations, advises and negotiates nondisclosure and confidentiality agreements and assists financial intermediaries and principals with negotiating the letter of intent.
During the due diligence and exclusivity period, Mr. Lenczowski assists the seller and the client’s advisors in responding to due diligence requests and recommends remedial legal action to correct problems that buyers identify.
Whether drafting or reviewing the purchase and sale or merger documentation, this work involves accurately articulating the terms of the transaction that were negotiated, crafting representations and warranties, structuring financial terms, and designing risk allocation provisions such as indemnifications, so as to address the client’s concerns, avoid “deal breakers”, and successfully achieve closing.
On the buy side, many of the sell side practices and considerations apply, but with additional concern and attention paid to due diligence, representations and warranties, holdback or earnout provisions, and non-compete provisions. Mr. Lenczowski has assisted dynamic growing companies with their growth and expansion through strategic acquisitions.
Mr. Lenczowski is a member of Association for Corporate Growth, the leading professional association for mid-market finance and financial intermediary professionals. Mr. Lenczowski is a member of the Business Section and the Tax Section of the State Bar of California, and he is former Chair of the East Bay Tax Club 2002-2004.
MERGERS AND ACQUISITIONS