Clients seeking to buy, sell, or combine businesses rely on us for seamless transactions.
From closely held entities to Fortune 500 corporations with overseas operations, clients of all types benefit from our experience in acquisitions and dispositions of business interests. With an eye to legal, tax, and practical considerations, we handle taxable and non-taxable statutory mergers, consolidations or share exchanges, asset transfers, stock transfers, joint ventures (in the form of a corporation, partnership, or limited liability company), and privatizations.
Our lawyers have extensive experience with leveraged buyouts and the purchase and sale of financially troubled companies. To ensure a thorough due diligence process, both in the acquisition and disposition context, we advise purchasers of items on investigating and sellers on how to respond to diligence requests. In either case, we help identify 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.
In addition, 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. Our team also advises on the applicability and compliance with federal and state securities laws, state corporate law considerations, and laws regulating foreign investment or ownership.
- Preparing and negotiating letters of intent, definitive agreements, proxy statements if required for shareholder approval, and ancillary documents such as employment and non-compete agreements
- Documenting all requisite corporate approvals and responding to the rights of any dissident shareholders, including shareholders' appraisal rights
- Aiding clients in the due diligence process, both in the acquisition and disposition context