Mergers and Acquisitions 101

Mergers and acquisitions (M&A) are very specific types of business law. M&As transactions may include small family-owned companies or small partnerships to large corporations. No matter what size business you may own, a South Carolina mergers and acquisitions lawyer can be very helpful before, during, and after a merger or acquisition.

Below are five common questions that many people have about mergers and acquisitions.

What Is the Difference Between a Merger and Acquisition?

Even though these business transactions are often referred to together as M&A, they are two very different transactions. A merger involves two companies joining together to form a new company.  An acquisition involves a company taking control of another company and assuming its assets and debts.

What Are Some Common Types of M&As?

There are various ways that an M&A can be accomplished. For example, a person or company may purchase the shares of an existing company. The company continues to operate, but with new shareholders owning the company. A company may also purchase the assets of an existing company without assuming any of the liabilities of the company. With a merger, two companies “merge” their assets and liabilities into one company.

What Are Some Common Reasons for M&As?

There are many reasons why an owner or owners may choose to sell a company or merge with another company to form a new company. The reasons for M&As are as unique as the companies involved in the transactions. Some common reasons that owners may consider a merger or acquisition include:

  • Desire to grow and expand beyond the company’s current limits
  • The owner or owners wish to retire or begin another business venture
  • Owners want to relocate themselves or the company
  • The financial needs of the owner or the company
  • To comply with a business succession plan
  • The need for greater infrastructure or management team
  • Need for additional resources
  • Medical or health concerns of the owners

The reasons or motivations for a merger or acquisition may have an impact on the process and terms of the M&A. For example, if the company is in financial distress, another company may acquire it for a bargain compared to a company that is generating a high profit.

How Long Does It Take to Complete a Merger or Acquisition?

It can take several months or over a year to complete an M&A transaction, especially if the marketing phase is lengthy. Once a company or companies agree to a merger or acquisition, the timeline can be impacted by several factors, including how motivated the parties are to complete the transaction, performance of due diligence, issues with financing, and how organized each party is before and during the transaction. Working with an attorney who routinely handles M&A transactions can help avoid some of the issues that cause delays during a merger or acquisition.

Do I Need a South Carolina Business Attorney to Assist with a Merger or Acquisition?

Selling a business or merging two businesses is a complex process. There are many issues to be addressed before beginning the process of marketing a company. A seller who wishes to market the company quickly and efficiently must be prepared and organized. A significant amount of work must be completed to ensure that the company can withstand the scrutiny of a purchaser.

Purchasers need to be very careful to perform due diligence before purchasing a company. If a buyer does not thoroughly inspect all facets of the company, the purchaser may realize too late that they overpaid for the company or purchased a huge legal problem.

A South Carolina business attorney can help sellers and purchasers protect their best interests throughout the process of a merger or acquisition. Contact Willcox, Buyck & Williams, PA today. Our attorneys provide legal guidance and support to ensure that his or her client does not close a deal that results in costly business and legal problems.

M&A Integration – The 10 steps to Success


Well executed mergers and acquisitions can be a boon to the growth of any enterprise. With signs of economic recovery on the horizon, M&As are on the rise. The most common problem facing these organizations is the post-merger integration process. In fact, according to McKinsey research, just 16% of post-merger reorganizations deliver the objectives.

If you are committed to ensuring your M&A transaction is a success, there are a few key steps you can follow. The first, we’ll call it “1a” is to engage the services of a skilled and experienced mergers and acquisitions lawyer. Keep reading to understand the additional steps to M&A integration success.

1. Identify Clear Financial Benefits

If nothing else, all companies exist to make money. If there is no financial benefit to the merger or acquisition, you must ask yourself why you’re going through the process. You need to know where the money is going to be made and what benefit you’re going to receive by going through with the merger or acquisition. If you can’t find the financial benefit, you should just stop here.

2. Determine Whether The Deal is a Scale-or-Scope

When conducting a merger or acquisition, you must know if the deal is to provide an additional source of revenue for your existing business line or if you are branching out into a new line of business. Each has its own separate and distinct path.

3. Define Power Structure & Key Personnel

This is a decision that needs to be made rapidly in an attempt to keep order and keep employees. You should select people from both companies who provide great strengths in their respective fields. Once you have the leadership in place, that will slow down the process of people jumping ship. Stability is key here.

4. Begin the Integration Process Immediately

Begin planning for integration before the deal is made public. Once the deal is made public, the steps you put in place can be swiftly enacted. Your leadership team is in place and can start giving direction and security to talented employees. You do not want to wait until the public announcement to start planning for integration.

5. Properly Manage Integration With a Decision Management Office

You will not be able to keep your hand on the pulse of the entire process all of the time. You must implement a talented team of trusted individuals who can focus on the decision-making.

6. Choose Integration Team Leaders Carefully

While you can’t have your hands in all of the decision-making, you most certainly can and should have direct control over the staffing of the integration team. This is your team of trusted advisors who are making decisions that could have long-lasting impacts. You need to be the one selecting these people.

7. Cultivate a Singular Culture

Mergers and acquisitions bring together two companies that most definitely contain two separate cultures. The values, the goals and the atmosphere of each organization will differ, some more than others. You must have unity. That means choosing one set of values to which the new organization will adhere. But it all starts at the top. Whatever culture you decide on, you must lead by example.

8. Develop Trust in the Work Force and work to Keep It

Mergers and acquisitions create uncertainty in the marketplace but also inside the building. It will be your job to sell the transition to the team. This means walking and talking the new culture and being seen and heard preaching the success and the collective goals.

9. Hit the Ground Running – and Keep Going

Mergers and acquisitions are fun and exciting. But there’s a business to run and you’re the one who has to run it. You need to focus on the existing clientele and the business operations. If everyone is focused on the merger, no one is focused on the long-term goals of the business.

10. Identify Template for Successful Integration – Repeat the Process

Once this is all complete, make sure you have a great record of what went well and what didn’t. This way, the next time you find yourself in a merger and acquisition integration, you can speed through with ease using the right people and the right processes.

If you are planning or engaging in a merger and acquisition, you owe it to your shareholders, your employees, your company, and yourself to ensure you are following a strict process for success. For further guidance, contact Willcox, Buyck & Williams, P.A. today for a consultation.

McCall Farms Acquires Sager Creek Vegetable Company Brands

McCall Farms, known for its tasty line of high quality, seasoned southern-style vegetables and fruits, announced today they are acquiring the brands of Sager Creek Vegetable Company, a division of San Francisco-based Del Monte Foods, Inc. .  The acquired retail and foodservice brands have national and regional distribution and include well-known names like Allens® , Veg-all® , Popeye®, Princella® , Freshlike® and Trappey’s® .


“Leading brands like Allens fit perfectly with our heritage of making authentic, southern-style vegetables that can be served as a meal, side-dish or, used as a key cooking ingredient,” said Woody Swink, Co-President at McCall Farms.  “The opportunity we have to expand the branded products we offer is made possible thanks to our employees. They are truly dedicated and passionate about McCall Farms being known as the preferred supplier for the highest quality vegetables available in retail and foodservice,” added Swink.


Willcox, Buyck & Williams PA represented McCall Farms in the transaction.


McCall Farms  is one of America’s leading producers of farm-fresh canned vegetables and fruits. Established in 1838, McCall Farms employs over 1,000 people in its 1 million square foot manufacturing facility and corporate offices in Effingham, SC.  The family-owned and operated company produces a wide variety of high-quality, Southern-style products under four nationally distributed brands in retail and foodservice:  Glory Foods ®, Margaret Holmes®, Peanut Patch® and Bruce’s Yams®.  Their new Glory Farms® brand, in an innovative, industry-first “See-thru” can, was introduced in early 2017 and is continuing to expand its retail distribution.  For more information click here McCall Farms

What Should Due Diligence Include During Mergers and Acquisitions?

What Should Due Diligence Include During Mergers and Acquisitions?

Mergers and acquisitions can be critical components of a firm’s growth scheme. Successful acquisitions may help a business increase market presence, improve profitability, and fill gaps in their product or service portfolio. Unfortunately, sometimes these transactions don’t end up meeting expectations, causing negative surprises, and damaging the firm and its’ board of directors. In 2015 alone, shareholders filed lawsuits in 65 percent of merger and acquisition transactions valued at more than $100 million, involving Delaware-incorporated companies.

Considering the stakes involved in merger and acquisition (M&A) transactions, directors must competently oversee the process from initiation to integration, including doing their due diligence to ensure that the transaction is not fraught with untenable risks. If your firm is not experienced in these types of transactions, it never hurts to have an expert mergers and acquisitions lawyer guiding the process. If you’re considering entering into one of these transactions, take a look at what should be factored into your due diligence process.

Red Flags and Other Deal Killers

This is the no-brainer part of M&A process where you may do a high-level analysis of the target company that may reveal some issues with terms, culture, technology, and other issues that may affect valuation. It is a great place to start, but too often, due diligence ends here. Let’s take a look at some additional factors that should be reviewed during the due diligence process.

Legal Due Diligence

Any review of a company’s worth should include any legal exposure from other agreements and intellectual property matters. This stage of due diligence is often led by corporate counsel in order to best understand what terms need to be in place for the acquisition agreement, any transition services, indemnification, true-up mechanisms, and escrow requirements. All contracts and IP holdings should be analyzed at this point.

Commercial Due Diligence

This phase enables your firm to understand the target’s market segments, industry outlook, competition, and operating model effectiveness. Key personnel should be interviewed, competition surveyed, as well as customers and suppliers. Functional areas that should be addressed include:

  • sales
  • marketing
  • technology
  • operations

Financial and Accounting Analysis

Analyzing audited financial statements, historical financial data, and publicly available data is key to this phase, as are interviews with key financial personnel and external auditors.

Tax Due Diligence

This stage involves a deep analysis of the tax profile of the target company, including exposure, losses, credits, etc. This is done by analyzing tax returns, financial statements and other supporting documents.

Federal Corrupt Practices Act Diligence

Looking into policies and past practices can reveal evidence of international bribery or corruption. Now is the time to mitigate or pull out.

Human Resources Due Diligence

Here you want to look at the target’s relationships with its’ employees, including insurance, compensation packages and post-employment obligations.

Reputation Analysis

Conduct background checks into key executives and shareholders to reveal prior bad acts, such as fraud, money laundering or labor issues, as well as bankruptcy or excess litigation.

Integration Analysis

This process looks at how well the two companies will mesh when the transaction is complete. Will there be significant operational hurdles and costs to overcome them?

Other Due Diligence

Before moving forward with an acquisition, it is also helpful to look at other potential risk targets, including insurance, engineering, and environmental practices.

If you are in the process of acquiring another company, don’t take shortcuts with your due diligence. Contact Willcox, Buyck & Williams, P.A. today for a consultation.

Due Diligence Checklist for M&As – Have You Checked All Boxes?

Due diligence is integral to the success of any M&A transaction. It is performed to validate the valuation of a target company and to reveal risks that may complicate the transaction or the integration of the two companies. If an M&A transaction is carried out without comprehensive due diligence, the buyer will likely overpay, absorb significant risks or have problems integrating the two companies. These could cost the buying company millions of dollars. Always have an experienced South Carolina mergers and acquisitions lawyer perform due diligence on all your company’s M&A transactions.

Checklist for M&A Transactions – Where Attorneys Start

All M&A due diligence investigations cover three segments of the target company’s business: operations, finance and legal. The following are the legal boxes every due diligence investigation has to check:

  1. Corporate Structure

    M&A attorneys should start by assessing the target company’s corporate structure. Look at the company’s corporate records from the date of incorporation to the present day. Also evaluate important documents such as incorporation certificates, shareholder documents, security holder documents, stock option agreements, voting agreements, sale agreements, warranties and restructuring or recapitalization agreements. These documents can reveal operational risks or agreements that are inconsistent with the buyer’s long-term plan. 

  2. Financial Records

    Attorneys should review the company’s financial records, usually for the last five years. These include income statements, cash flow statements and balance sheets. They also include audit reports, management reports, letters to shareholders and budget projections. Are these consistent with the representations made to the buyer before the transaction? 

    Look out for financial liabilities. Does the company have debts and operational credit agreements? What about contingent liabilities? If these are present, attorneys will have to review them to determine whether they can harm the buyer’s financial position in future, whether the target company is financially sound and whether it has been adequately valued. 

    Tax records are another important place to look. Look at the target’s tax returns for the last three years. Important documents include federal and state tax returns, correspondence with federal or state tax agencies, government audit reports, IRS settlement documents and transfer pricing agreements. 

  3. Contracts 

    Attorneys must review all material contracts by the target company. These include contracts with customers, suppliers, distributors, guarantors, lenders, joint venture partners and employees. These will reveal any deal breakers such as non-compete clauses, non-transferable business contracts, unfavorable change of control provisions and limiting contractual restrictions. These will not only pose a risk to the buyer’s business but also diminish the value of the target company.

    Other important contracts to look at are franchising agreements, license agreements and settlement agreements.

  4. Compliance 

    Attorneys need to confirm the target company complies with federal and state regulations. This usually involves an assessment of antitrust issues associated with the proposed M&A transaction. 

Due diligence investigations involve disclosing a lot of vital information, information that could be used by the either the buyer or target’s competition should the M&A deal not go through. This is why it is absolutely critical that all M&A negotiations begin with the signing of a non-disclosure agreement to protect both parties from malicious acts. 
Every merger and acquisition is different and has its unique due diligence demands. Talk to an experienced South Carolina M&A attorney for legal solutions tailored for your M&A deal. Contact the M&A attorneys at Willcox, Buyck & Williams today to discuss your deal.