Real Estate in Stock Acquisitions and Mergers Toolkit
Resources to assist counsel to purchasers, sellers or the target company in a corporate stock purchase or merger where the target company holds real estate assets, among other assets. This Toolkit contains resources to assist counsel at every stage of the transaction, from due diligence to post-closing.
Reviewing and negotiating the real estate-related provisions of a stock purchase or merger agreement can present many challenges both for a corporate attorney who has minimal experience handling real estate issues and for a seasoned real estate attorney. Striking the right balance between risk mitigation and completing the deal is something that all transactional attorneys strive to achieve, but it can be especially challenging for real estate counsel when real estate is not the primary asset involved in the transaction.
Counsel on a corporate stock purchase or merger transaction should follow some basic steps to familiarize themselves with:
The transaction structure.
The nature of the real estate involved (leased, ground leased, owned).
Timing issues specifically related to real estate.
How aggressive the client wants to be in the stock purchase or merger agreement and related transaction documents regarding real estate representations and warranties and real estate-related closing deliveries.
This Toolkit contains continuously maintained practice notes, standard documents, standard clauses and checklists to help counsel for purchasers, sellers and the target company manage the process, from due diligence to drafting and negotiating the stock purchase or merger agreement to closing the transaction.
Because certain aspects of a commercial real estate transaction, including a transaction that is part of a larger corporate transaction, are governed by the specific laws and customs of the state where the property is located, this Toolkit also provides state-specific guidance. These resources are designed to provide guidance to purchasers and sellers when real estate assets are located in several different states where the parties' counsel may be unfamiliar with the laws and customs of a certain state.