B-LAW B-LAW B-LAW: ETHICS FOR BUSINESS LAWYERS CONFLICTS OF INTEREST IN M&A TRANSACTIONS
Written by Neil J Wertlieb
This edition of B-Law B-Law B-Law addresses unique conflict of interest issues that arise in connection with the sale of a business. Continue to watch this column for guidance on ethical issues of particular interest to business lawyers in the State of California.
THE STRUCTURE OF A SALE TRANSACTION
As a business lawyer, you are likely aware that a sale of a business is typically structured in one of three ways: (1) the entity that owns the business sells its assets to a buyer; (2) the equity owners of that entity sell their equity interests to a buyer; or (3) the entity is merged with the buyer (or more typically a subsidiary of the buyer). If you are the lawyer for a corporation working on the sell-side of such a transaction, it is not always clear whose interests you are engaged to protect when it is your client that is being sold.