Mergers & Acquisitions

We counsel public and privately held companies, closely-held and family entities, private equity funds and private investors on key transactions essential to growth, survival and enhancement of value. Our clients include businesses in a wide variety of industries.

Transactions. - Advising on all facets of deals including purchases and sales of business; taxable and tax-deferred transactions; mergers and other acquisitions and dispositions of businesses or assets, on a friendly basis or in “hostile” transactions; tender offers, proxy contests and control transactions; joint ventures and other methods of combining business operations; and management buy-outs, reorganizations, spin-offs, split-offs and other methods of restructuring the ownership of business operations. Counseling on transaction structure and legal terms, assisting in the negotiation of transactions, and preparing key legal documents.
Strategic Planning; Corporate Governance. - Strategic business advice, including growth strategies, financing alternatives and policy issues. Establishing corporate conduct codes and policies, advising board of directors and special committees on fiduciary duties and transaction structures and terms and counsel on the rights and responsibilities of directors, shareholders and officers. Preparing corporate control mechanisms, including shareholder rights plans, change of control agreements, staggered boards and charter amendments. Special counsel to boards, special committees and large stockholders involved in M&A activity.

We represent buyers, sellers, intermediaries and advisors, and regularly handle complex transactions ranging in value from hundreds of thousands to hundreds of millions in dollars. Our focus is on getting the deal done in the optimum way possible, using our experience and creativity to achieve our clients’ strategic goals. We provide sophisticated, specialized advice on key issues such as tax, securities, executive compensation, intellectual property, antitrust, benefits, real estate and environmental issues.