Transactional M&A

For transaction assistance, our team of virtual attorneys, paralegals, and other legal professionals have an approach that is tailored to your company that will enable virtual document management within your company’s systems, or in a secured online deal room:

Pre-Closing Assistance

  • Set up data room
  • Closing Agenda: Prepare initial closing agenda or closing checklist together with a list of all assignments for which Agile can be responsible.
  • Audit, abstract, and organization contracts, NDA’s, and lease agreements (see Contract Management or Projects)
  • Assist in drafting request for due diligence documents or assisting in receiving and tracking due diligence documents.
  • Draft schedules.
  • Minute book audit and gap analysis, or recreation
  • Review securities and blue sky compliance
  • Create and intellectual property binder
  • UCC/Tax/Lien/Judgment/Litigation/Bankruptcy: search, prepare, file, and chart results
  • Perform other public records searches as required. (click HERE for a more comprehensive list)
  • Initial Agreements and Documents: Draft initial drafts of ancillary agreements and documents such as:
    • Assignments
    • Employment and consulting agreements
    • Bill of sale
    • Stock certificates
    • FIRPTA Certificate 1445
    • Deeds
    • UCC Financing Statements

Closing Certificates

  • Secretary’s Certificates
  • Officers’ Certificates
  • Merger certificates
  • Charter amendments (name change, etc.)

Corporate Authorizations and Compliance

  • Draft stockholders and directors consents
  • Obtain long and/or short good standing certificates for all applicable entities, domestic and foreign
  • Obtain tax good standing certificates (as required)
  • Restore to good standing (if required)
  • Order certified copies of charter, or incorporate/formation documents
  • Act as an Independent Director / Manager / Member / Springing Member

Closing Assistance

  • Provide transaction assistance.
  • Finalize documents, separating signature pages for execution and preparing correct number of signature pages for the closing including signature tabs.
  • Coordination, tracking, and obtaining signatures
  • File charter amendments; UCC financing statements and assist in fulfilling any other closing conditions. (click HERE for a more comprehensive list)

Post-Closing Assistance

  • Track post-closing matters
  • File appropriate originals in minute book
  • Revise closing agenda into closing index for binder
  • File post-closing filings (i.e. trademark assignments)
  • Prepare initial closing binders
  • Work with printer to make copies and distribute
  • Provide project and tasks summary
  • Deal or transaction legal spend analysis
  • Develop ongoing maintenance plan and ongoing readiness support
  • In transactions involving private equity, commercial real estate, and funds, Agile provides blue sky and securities assistance.

Agile Legal provides these services in varying combinations of fixed fee or an hourly basis enabling you to have more predictable costs. Call or email us today to learn more about how we can help you manage your bankruptcy projects.