Best Merger & Acquisition Lawyers in Coral Gables

1. About Merger & Acquisition Law in Coral Gables, United States

Merger and Acquisition (M&A) law in Coral Gables, Florida is shaped by a mix of state corporate statutes, federal antitrust rules, and securities regulations. Florida’s corporate framework governs mergers, asset sales, stock purchases, and restructurings for Florida-based companies. Federal law adds antitrust scrutiny and securities disclosure obligations for certain transactions.

In practice, a Coral Gables deal typically involves a merger agreement, asset or stock purchase agreements, and a plan of merger or consolidation. The process requires thorough due diligence, contract negotiation, and regulatory clearance if thresholds are met. Local factors such as real property interests, zoning and licensing in Coral Gables can also influence the structure and closing of a deal.

Deal teams in Coral Gables generally include a Florida-licensed attorney, a corporate secretary or governance expert, and sometimes a local real estate or tax specialist. An experienced M&A solicitor will coordinate with state authorities, federal agencies, and, if applicable, securities regulators. Understanding both Florida specific requirements and federal rules helps ensure a compliant, timely closing.

2. Why You May Need a Lawyer

These scenarios show concrete, real-world reasons Coral Gables residents and businesses seek M&A counsel. Each reflects common hurdles faced in Florida deals.

• A Coral Gables hotel chain plans to merge with a regional operator, requiring fiduciary duty analysis and detailed due diligence on Florida real property and employment laws.
• A family-owned restaurant group in Coral Gables considers an asset purchase, raising questions about transfer of licenses, leases, and local permit consent needed at closing.
• A private equity buyer targets a Florida manufacturing firm and must draft a term sheet with accurate representations, not to mention balancing fiduciary duties to the seller’s shareholders.
• The deal triggers premerger notification under the Hart-Scott-Rodino Act, requiring formal filings with the FTC and DOJ before closing.
• A public company based in Florida contemplates a reverse merger or stock-for-stock exchange, implicating the Securities Act and Exchange Act disclosure rules.
• Real property transfers are part of the transaction, which means counsel must address Florida real estate transfers, title issues, and local zoning constraints in Coral Gables.

3. Local Laws Overview

Several key laws govern M&A activity in Coral Gables, Florida, and across the United States. The following statutes and regulations provide the backbone for most Florida deals, with notes on how they apply locally.

• Florida Business Corporation Act, Florida Statutes Chapter 607 - Governs mergers, consolidations, asset sales, stock exchanges, and related corporate actions for Florida corporations. This framework shapes how plans of merger are approved and executed in Florida and, by extension, in Coral Gables. Florida Statutes Chapter 607.
• Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) - 15 U.S.C. 18a - Requires premerger notification for large transactions to FTC and DOJ, with thresholds updated annually. This federal rule can affect deals involving Coral Gables companies or entities with Florida assets. HSR Act details.
• Securities Act of 1933 and Securities Exchange Act of 1934 - Regulate disclosure, registration, and tender offers in transactions involving public securities. These federal statutes are administered by the U.S. Securities and Exchange Commission and apply to Florida and Coral Gables deals with public components. Securities Act and Exchange Act overview.

The Hart-Scott-Rodino Act requires premerger notification for transactions meeting certain size thresholds, filed with the FTC and DOJ. Official guidance: FTC.gov.

Florida’s Florida Business Corporation Act governs mergers and asset transfers for Florida corporations, including plan approval processes and fiduciary duties. See Florida Statutes Chapter 607 for current text.

For up-to-date guidance, check official sources as thresholds and requirements change over time. Current HSR thresholds are published annually by the FTC and DOJ, and Florida statutes are amended by the Florida Legislature as needed. HSR Act information, Florida Chapter 607, SEC sites provide ongoing regulatory context.

4. Frequently Asked Questions

What is a merger under Florida law?

A merger combines two or more entities into a single surviving entity under Florida corporate rules. The Florida Business Corporation Act guides plan approval and integration steps.

How do I begin an M&A deal in Coral Gables?

Start with a clear objective, identify potential targets or buyers, and engage a Coral Gables licensed attorney. Early documents include an indicative term sheet or letter of intent.

What is the difference between a stock vs asset sale?

A stock sale transfers ownership of the target company itself. An asset sale transfers specific assets and liabilities, often with tax and liability implications.

Do I need to file under the Hart-Scott-Rodino Act for my Coral Gables deal?

Not every deal triggers HSR. A filing is required if the transaction meets size thresholds and involves parties with U.S. assets or activities. Check with counsel.

How much does a Coral Gables M&A lawyer typically charge?

Fees vary by deal size and complexity. Expect hourly rates for Florida counsel and potential fixed fees for certain milestones. Obtain a written engagement letter.

How long does due diligence take in a Florida M&A deal?

Smaller deals may complete due diligence in 2-4 weeks; larger transactions can take 4-10 weeks depending on data room depth and regulatory concerns.

Do I need a local Coral Gables attorney, or can a national firm help?

Local knowledge matters for state law and local regulatory interactions. A national firm with local Florida expertise often provides broader resources and regulatory familiarity.

What should a Letter of Intent include in Florida deals?

LOIs typically set purchase price ranges, structure, key conditions, exclusivity, and a timetable. They should clarify non-binding vs binding terms and confidentiality.

Is fiduciary duty addressed in M&A negotiations?

Yes. Corporate fiduciaries must act in the best interests of the company and shareholders. Florida law requires careful consideration of alternatives and fairness.

What regulatory approvals could affect closing in Coral Gables?

Possible approvals include local permits for asset transfers, state-level corporate approvals, and federal antitrust or securities disclosures depending on the deal type.

Can a real estate transfer be part of an M&A in Coral Gables?

Yes. Asset deals often include real property transfers. Coordinate title, surveys, and local zoning or land use approvals to avoid closing delays.

What is the typical timeline from LOI to closing?

For mid-size Florida deals, expect 60-180 days from LOI to closing, depending on diligence scope and regulatory clearance requirements.

5. Additional Resources

• Florida Department of State, Division of Corporations (Sunbiz) - Official portal for business registrations, filings, and corporate records in Florida, including mergers and corporate actions. Sunbiz.
• Federal Trade Commission (FTC) - Federal antitrust authority overseeing mergers and premerger notification under the HSR Act. FTC.
• U.S. Securities and Exchange Commission (SEC) - Federal regulator for securities disclosures, tender offers, and related M&A compliance for public deals. SEC.

6. Next Steps

1. Clarify your deal objective and structure (merger, asset sale, or stock sale) and set a target closing date. 1-2 weeks.
2. Assemble a local M&A team in Coral Gables, including an attorney, a tax advisor, and a financial advisor. 1-3 weeks.
3. Identify potential targets or buyers and sign a non-disclosure agreement to commence due diligence. 2-4 weeks.
4. Engage in preliminary due diligence, request data rooms, and prepare a provisional term sheet. 3-6 weeks.
5. Draft and negotiate the letter of intent and initial deal terms with consideration of fiduciary duties. 2-4 weeks.
6. Assess regulatory requirements, including HSR thresholds and Florida corporate approvals, and plan for closing. 2-8 weeks.
7. Finalize definitive agreements, secure approvals, and prepare for closing and post-merger integration. 4-12 weeks after signing.