Mergers & Acquisitions

Our Mergers & Acquisitions Team has vast experience in negotiating, structuring, and documenting corporate deals, merger and acquisitions, and financing transactions. Our M&A attorneys routinely represent start-up and early stage companies in venture capital financing transactions, including securities offerings, both public and private placements, and change-in-control and related matters. We also represent small and middle-market privately held companies, industry leaders, public corporations, and Fortune 500 companies. Our clients consist of buyers, sellers, investors, and financiers. We have completed deals for numerous clients in the entertainment, apparel, distribution, manufacturing, medical, professional, service, retail, and technology industries, among others.

Recent reforms, rule-making, and various federal and state requirements, including the Sarbanes-Oxley Act, have imposed accountability of corporate leadership as never before. With the criminalization of penalties and heightened scrutiny focusing on noncompliance, we believe that sound and insightful guidance is imperative. Our M&A Team offers a wide range of experience in corporate governance matters, including compliance guidelines, certifications by CEOs and CFOs, disclosure compliance, trading policies, director independence, committee charters, and related matters. We are committed to providing board members and others with all of the tools necessary to fulfill their fiduciary duties of care, loyalty, and competent service.

Mergers & Acquisitions Client Services:

Whether our clients' objectives are a straightforward purchase and sale of stock or assets, or a complex merger and acquisition utilizing sophisticated planning and financing techniques, our Team is capable of meeting our clients’ needs and exceeding their expectations. Our M&A Team is proficient in all aspects of merger and acquisition practice, including:

Asset Acquisitions
Contingent Purchase Price Mechanisms
Creative Payment and Consideration Structures
Due Diligence Review
Earnouts
Foreign Assets, Subsidiaries and Companies
Hart-Scott-Rodino Compliance
Leveraged Buyouts and Recapitalizations
S-Corp, LLC, and Partnership Acquisition Techniques
Section 338 and 338(h)(10) Elections
Seller and Third-party Financing
Special Asset Transfers
Stock Acquisitions
Tailored Purchase Price Adjustment Mechanisms
Tax-Deferred Reorganizations