Google - Motorola Mobility Deal Highlights Complexity of Mergers and Acquisitions in Chicago

With Google coming to Chicago, change will no doubt be coming to Motorola.

With the U.S. regulatory approval process ahead in the wake of Google's announced purchase of Motorola Mobility, there will be platoons of attorneys working on both sides of this deal. Even China is weighing in with claims that Google must seek its government approval. The $12.5 billion deal represented a 63 percent premium to Motorola's stock price at the time.

Chicago merger and acquisition attorneys should be consulted whenever two businesses merge, or one entity decides to purchase another.

Seeking qualified legal advice when dealing with the purchase or sale of a business in Chicago is critical. Common issues include:

-Strategy and Structure: Corporate structure, accounting and tax implications, personnel issues and a host of other legal considerations must be taken into account.

-Negotiation and Drafting: Non-disclosure agreements, term sheet, letter of intent, stock purchases, and asset purchase agreements are just a few of the legal documents that can have a major impact on your sale, purchase or merger. Getting them right -- and ensuring that they are drafted in the best interest of your company -- is critical to the long-term success of your business.

-Due Diligence: Preparing to hurdle the due-diligence threshold is often no easy task -- particularly when dealing with the sale of a private company. Likewise, it's critical that buyers make the most of due diligence. Few surprises at or after closing is typically the result of proper due diligence.

-Risk Management: This is the critical task of assigning responsibility for liabilities that occur before a deal's closing. This may include product liability or environmental concerns. Risk management is an area that can be particularly vital to both buyer and seller.

Google already supplies the Android operating system for smart phones. With the purchase of Motorola, Google is getting a once-proud company that invented the cell phone only to see its market share be taken away by more nimble competitors.

"Motorola Mobility's total commitment to Android has created a natural fit for our two companies," said Google CEO Larry Page. "Together, we will create amazing user experiences that supercharge the entire Android ecosystem for the benefit of consumers, partners and developers."

Industry watchers say a primary motivation for the purchase of Motorola was the control of its patents. The patent wars among tech companies has made buying available patents a critical step in protecting against lawsuits.

The issues surrounding mergers and acquisitions are almost limitless. Already, the Chicago Tribune is questioning whether the move will result in layoffs at Motorola's headquarters or renewed vigor for the once-proud company.

Lower taxes could lure some of Google's workforce to Chicago. Relocating Motorola Mobility, however, could be devastating to the area surrounding its headquarters in Chicago's northwest suburbs. Motorola Mobility has about 3,300 Illinois employees.

Jeremy A. Gibson & Associates is a law firm dedicated to business litigation in Chicago and elsewhere in Illinois. Call 877-452-4529 for a free consultation.

Additional Resources

-Will buyout mean layoffs or liftoffs for local operations, by Melissa Harris and Alejandra Cancino, The Chicago Tribune.