Minnesota Lawyer
When one company acquires or merges with another, there are always buildings involved. They may be owned or leased, but they are part of most M&A transactions, said Christopher Dolan of Fredrikson & Byron, where he has practiced since 1992.
Sometimes the real estate part of the deal gets lost in the details, he said. But it should be viewed as if the purchase of the real estate was the only goal. “We’ve got a big M&A department here, they do a nice job of involving the real estate attorneys early, to be sure we’ve got what we need. After the agreement it’s too late,” he said.
It’s important to make sure that the representations and warranties that address the needs of the parties and are specific about the real estate, he said. “You could have a healthy business and a leaking basement,” Dolan said.
The sale process includes a survey, review of the title, phase one of an environmental review, check of property records for anything concerning about the use of the property in the past, any permits that have been pulled. It all must be acceptable to buyer, “ he said
“If there are concerns, that leads to phase two, checking groundwater and soil. “It’s boots on the ground,” he said.
The deal in question may require knowledge of the laws of many states. For example, there are transaction costs when real estate is transferred and lots of deals have property in different states, Dolan said. The agreement has to be congruent with state laws and customs, including about paying costs, he said. “If you’ve got properties in other states, you should have local counsel, making sure that customs and procedures are followed. You don’t want to get sideways about the unauthorized practice of law.”
Sometimes the real estate is the primary focus of the deal. He worked on a deal that included the acquisition of three facilities the value of the real estate was $200 million. “Then it was a real focus,” Dolan said.
