We know the importance of an M&A transaction to a company’s operational development or restructuring goals. We also realize how disruptive an M&A transaction can be to operations with management having to devote significant amounts of time to the deal. Because of this, we focus on understanding business goals as well as the varied transactional, business and market risks unique to a client’s situation. This approach drives us to facilitate the completion of the transaction expeditiously and creatively, while striving to protect the deal value expected by the client.
Our business practice has existed for well over 100 years and our corporate lawyers are trained to lead and coordinate M&A matters, work closely with our clients’ teams, including financial advisors and other professionals, and provide critical leadership and support for complex transactions. M&A deals include a wide range of issues impacting finance, securities, tax, antitrust, real estate, employee benefits, intellectual property, governmental compliance and environmental issues. Because of that, clients benefit greatly from our ability to work as a team and access the experience of lawyers in the firm’s other practice areas. For example, we have a relatively large intellectual property practice that is vitally important today and helps to achieve our goal to provide efficient legal services.
This teamwork also allows us to carry out all aspects of a deal, from due diligence to disclosure, regulatory planning and analysis, financing, tax structuring, negotiation and closing. Our lawyers are able to advise clients from the early stages of a transaction until well beyond the time it closes, but we’re also flexible and can scale a project to fit each client’s individual needs.
We’re able to provide M&A services to regional, national and international clients, regardless of their size or if they’re public or private. We regularly represent both purchasers and sellers, and have worked closely with strategic investors, financial investors, management groups, and private equity and venture capital firms. Our wide-ranging experience involves diverse businesses and industries including broadcasting, financial services, technology, health care/pharma, retailing, manufacturing, distribution, utilities, wireless communications, chemicals and real estate, with deal sizes ranging into the hundreds of millions and consideration consisting of cash, debt and equity. This broad range of deals, industry and transactional experience gives us a deep understanding of the dynamics at play in a M&A transaction, which in turn facilitates risk assessment, advising clients on alternative approaches and creative solutions, and – most importantly – getting a favorable deal to close.
From an international prospective, we have access to global resources and experience through our membership in Lex Mundi, a consortium of prestigious law firms around the globe. This important association puts our firm in an advantageous position and provides significant value on our clients.
Our M&A services include:
- Pre-acquisition planning and transaction structuring (including tax review and analysis, letters of intent and confidentiality agreements).
- Due diligence coordination and analysis, including data room assembly and coordination of key third-party investigations. We remain ahead of the technology curve and have cutting edge virtual data room software.
- Review of tax, real estate, employee benefits, intellectual property, legal compliance, environmental, antitrust and other specialist issues.
- Preparation and negotiation of all deal documents.
- Advice regarding fiduciary obligations, competition (HSR) compliance and filings, and securities law advice (disclosure obligations, proxy materials and regulatory filings)
- Post-closing matters relating to the transaction and business integration
Engaging and managing local and global counsel
Select M&A/ Corporate Transactions
- $600,000,000 global animal health company acquisition (including post-acquisition integration and add-on acquisitions in Mexico, South Korea, Brazil and Argentina)
- $500,000,000 sale of closely held bank to public bank holding company
- $290,000,000 asset purchase of natural gas-fired power generation facilities for public utility client
- $200,000,000 merger of public company drug wholesaler client with public company acquirer
- $170,000,000 auction and sale of natural gas-fired merchant electrical generation facilities for public utility
- $145,000,000 private placement financing for privately-held manufacturer, distributor and provider of retail products and services
- $90,000,000 initial public offering of client and the initial public offering of its affiliate
- $75,000,000 divestiture of privately owned consumer products distributor operating in the travel industry
- $50,000,000 asset sale of major brand beer distributorship
- $20,000,000 equity sale of software development and integration company to strategic purchaser