Experience

Cross-Border Transactions for Holding Company and Primary Portfolio Company

Completed a series of four complex, multimillion-dollar transactions in the U.S. and U.K. on behalf of a holding company and its primary portfolio company. In addition to traditional M&A aspects, our team provided guidance on related real estate, environmental, employment, benefits, immigration and international factors. Two of the four transactions closed on the same day on two different continents.

$108 Million Acquisition of Bank Holding Company

Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.

$1 Million-Plus in Tax Liability Avoided

Secured several releases for employment and tax-related claims against a client. Inaccurate tax advice had led the company’s board of directors to issue options that did not comply with Section 409A of the Internal Revenue Code. We were able to avoid tax liabilities for the client and option holders without triggering IRS action, and obtained release agreements from all option holders.

ACA Employer Shared Responsibility Penalties Avoided

Drafted client response to IRS for Affordable Care Act Employer Shared Responsibility (ESRP) penalties. Provided amended ESRP filings and supporting documentation to avoid over $25,000 in penalties.

Equity Incentive Program for Client

Assisted a private equity firm with the design and implementation of equity incentive programs for key employees.  

Internal Revenue Service and Department of Labor Plan Audit Representation

Represented several plan sponsors through Internal Revenue Service and Department of Labor audits of 401(k) and defined benefit pension plans. Assisted with the responses to information requests, in-person meetings, and negotiation of settlements and corrective action.

Review of Benefit Plans Related to Acquisition

Assisted an employer with the review of benefit plans in an acquisition. After identifying operational issues with the target's 401(k) plan, we provided assistance with required correction program filings, integration of the workforce into the client's plans, and merger of the target's 401(k) plan.

Termination of Pension Plans for Large Employer

Assisted a large employer with lump sum offerings and a complete termination of six pension plans after the company decided to take affirmative action to de-risk and terminate said pension plans.  

Contact Us
  • Worldwide
  • Boston, MA
  • Denver, CO
  • Dublin, Ireland
  • Edwardsville, IL
  • Jefferson City, MO
  • Kansas City, MO
  • Las Vegas, NV
  • London, England
  • Miami, FL
  • New York, NY
  • Philadelphia, PA
  • Princeton, NJ
  • Salt Lake City, UT
  • St. Louis, MO
  • Washington, D.C.
  • Wilmington, DE
Worldwide
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Boston, MA
800 Boylston St.
30th Floor
Boston, MA 02199
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Boston, Massachusetts
Denver, CO
4643 S. Ulster St.
Suite 800
Denver, CO 80237
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Denver, Colorado
Dublin, Ireland
Fitzwilliam Hall, Fitzwilliam Place
Dublin 2, Ireland
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Edwardsville, IL
115 N. Second St.
Edwardsville, IL 62025
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Edwardsville, Illinois
Jefferson City, MO
101 E. High St.
First Floor
Jefferson City, MO 65101
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Jefferson City, Missouri
Kansas City, MO
2345 Grand Blvd.
Suite 1500
Kansas City, MO 64108
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Kansas City, Missouri
Las Vegas, NV
1980 Festival Plaza Drive, Suite 750
One Summerlin
Las Vegas, NV 89135
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Las Vegas, Nevada
London, England
Royal College of Surgeons of England
38-43 Lincoln’s Inn Fields
London, WC2A 3PE
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Miami, FL
355 Alhambra Circle
Suite 1250
Coral Gables, FL 33134
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New York, NY
7 Times Square, 44th Floor
New York, NY 10036
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Philadelphia, PA
2005 Market Street
29th Floor, One Commerce Square
Philadelphia, PA 19103
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Philadelphia, Pennsylvania
Princeton, NJ
100 Overlook Center
Second Floor
Princeton, NJ 08540
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Princeton, New Jersey
Salt Lake City, UT
201 South Main Street
Suite 750
Salt Lake City, UT 84111
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Salt Lake City, Utah
St. Louis, MO
7700 Forsyth Blvd.
Suite 1800
St. Louis, MO 63105
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St. Louis, Missouri
Washington, D.C.
1050 Connecticut Avenue NW
Suite 500
Washington, DC 20036
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Wilmington, DE
1007 North Market Street
Wilmington, DE 19801
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Wilmington, Delaware