Mergers and Acquisitions and Divestitures

Lawyers in our corporate department regularly handle acquisitions and dispositions of business interests. Our clients utilizing these services range from closely-held entities to Fortune 500 corporations with overseas operations. Transactions of this nature can take the form of a statutory merger, consolidation or share exchange, asset transfer, stock transfer, joint venture (in the form of a corporation, partnership or limited liability company) or a privatization, and can be either taxable or non-taxable.

Our lawyers assist clients in structuring the transaction, taking into consideration legal, tax and practical considerations. We have extensive experience with leveraged buyouts and the purchase and sale of financially troubled companies. We prepare and negotiate letters of intent, definitive agreements, proxy statements, if required for shareholder approval, and ancillary documents such as employment and non-compete agreements.

We assist our clients in the due diligence process both in the acquisition and disposition context, by advising purchasers of items to investigate and advising sellers how to respond to diligence requests. In either case we assist in identifying potential successor liability issues involving pension and other employee benefit plans, environmental matters, product liability, intellectual property matters, labor, equal employment opportunity and immigration matters. We assist our clients in documenting all requisite corporate approvals and responding to the rights of any dissident shareholders including shareholders' appraisal rights.

We analyze the applicability of antitrust laws to a transaction, prepare any required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and coordinate compliance with any state law requirements. We advise regarding the applicability and compliance with federal and state securities laws, state corporate law considerations, and laws regulating foreign investment or ownership.