Attorneys at Cutler Law Group have extensive experience in the purchase and sale of businesses, both large and small. Our experience includes transactions as large as the merger of Zale Jewelers with Peoples Jewelers, and as small as the acquisition of a local carwash. We also have extensive experience in proxy contests for corporate control and other alternative acquisition strategies.

Having reviewed and participated in the sales of all types of businesses, our attorneys can provide detailed advice to growing businesses as to how best to structure and prepare your business for subsequent sale at the highest possible value. We believe that every business person should carefully consider exit strategies as part of their overall business plan. Consequently we understand how businesses are valued and what appeals to prospective buyers. We work extensively with investment bankers, business brokerage and appraisal firms to maximize your company's value.

Issues are often raised in acquisitions as to the best method for sale. Our attorneys understand and have prepared both stock and asset transactions. Both have distinct advantages and disadvantages and care should be taken in the structure of transactions to maximize advantages.

Our experience in the mergers and acquisitions field includes:

• Asset and Stock Purchase transactions;
• Leveraged buyouts;
• Supermajority voting provisions and poison pills;
• Shareholder agreements and other specific bylaw and articles of incorporation provisions;
• Proxy contests, hostile and otherwise;
• Friendly and hostile tender offers;
• Compliance with Williams Act provisions; and
• Compliance with 13D requirements, insider trading restrictions and the insider stock transaction reporting requirements of Section 16(b).