Mergers & Acquisitions

We structure, negotiate, document and close transactions commonly grouped under “mergers and acquisitions” involving whole businesses. We also advise business owners in connection with redemptions, buy-outs, divestitures, restructurings and recapitalizations, roll-ups and joint venture/strategic alliances.

We are mindful of the corporate and partnership income tax implications early on in the process of structuring and documenting transactions. We believe this efficiency affords our clients a sound return on the legal time, effort and cost involved in achieving transaction structures that are tax efficient.

Where we represent the seller of a family business, we do not lose sight of the estate planning needs and opportunities created in the wake of such a liquidity event. See Families and Wealth Management.

Transactions involving a change in control often present executive compensation issues. We have significant experience in designing severance and stay bonus arrangements, as well as stock option and restricted stock plans.

Notable recent transactions include:

  • A $30 million merger of a privately-held advertising agency with and into a public acquirer;
  • A $12.5 million sale of a container manufacturing company;
  • A spin off of several items of biotech intellectual property by a publicly traded biotech company into a subsidiary co-owned with former management;
  • An $8.0 million sale of a wine distribution business;
  • A $4 million sale of a commercial data, voice and fiber optic servicing company; and
  • A $3.5 million sale of an industrial coating business.

We have also recently been involved in several cross-border transactions where we:

  • Structured the US side of a roll up of medical spas by a Hong Kong exchange-listed company;
  • Structured the US side of a debenture backed by a pool of life settlements, listed on the Dublin exchange;
  • Structured a joint venture between a US holder of several FAA Type Certificates with a Polish company.