Mergers and Acquisitions
Our lawyers have significant experience in the area of mergers and acquisitions, representing target entities, acquirers, boards of directors and board committees, shareholders and management, and employee groups in performing the necessary due diligence and in structuring, negotiating and documenting taxable and tax-free mergers, asset and stock purchases, management buyouts, restructurings and reorganizations, rollups and leveraged buyouts. Our lawyers also address benefits and compensation issues that arise in merger, acquisition and financing transactions. We review existing plan documents in concert with the transaction documents and provide advice regarding the disposition of employee benefit plans, the transitioning of employee participants in those plans, and the scope and terms of the representations, warranties and indemnification provisions in the transaction documents.
- We represented a bank holding company in a $105 million change in control transaction, which included a multistate securities registration.
- We served as corporate counsel to a multibillion-dollar oil and gas producer during an auction process.
- We represented a manufacturer in a $44 million recapitalization involving venture capital fund. We managed negotiations, document drafting and internal agreements among the selling shareholders.
- We represented a home healthcare facility in a $15 million acquisition by a venture capital fund. We managed negotiations among the venture capital fund and the primary and mezzanine lenders, and we crafted the documents and internal agreements among the selling family.
- We represented a manufacturer of construction materials in the strategic acquisition of multiple competitors nationwide. We conducted and coordinated various professionals to perform operational, corporate, financial and environmental due diligence of acquisition targets, and we evaluated and managed the transfer of operational environmental permits.
- We have represented a number of venture capital firms in acquisitions, recapitalizations and divestitures in a wide range of sectors including the auto, health care, manufacturing, and renewable energy industries.
- We represented an oil and gas production company in a multimillion-dollar change-in-control transaction and management restructuring process.
- We have represented many small businesses in strategic acquisitions and divestitures in the $500,000 to $10 million range. These transactions have involved a number of types of businesses, including car dealerships, restaurants, manufacturers and Internet-based companies.
- We represented a restaurant conglomerate in the tax deferred spin-off of one of its concept chains.
- We represented an international manufacturer in the development of 409A compliant incentive compensation packages for its senior officers.
- We routinely serve as local counsel for M&A and real estate transactions and pride ourselves in being responsive, knowledgeable of local matters, and sensitive to the need not to duplicate efforts.
Eduardo A. Duffy
Robert J. Johnston
Isaac A. Leon
Charles J. Piechota
Jay D. Rosenblum