Mergers & Acquisitions

We structure, negotiate, document and close, mainly on, but not exclusively, the sell side, 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.

In addition to the business and corporate aspects of these transactions, 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.

Notable recent transactions include:

On the Sell Side:

  • A sale of a minority interest in a large vacation home management company to a private equity fund;
  • A $35 million sale of the US and Asian operations of an electronic component manufacturing company to a publicly traded Chinese company;
  • A $30.0 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;
  • A $14.0 million sale of a prescription-based software company to a large venture capital firm and negotiation of complex working capital adjustments and tax issues;
  • An $8.0 million sale of a wine distribution business;
  • Advice in connection with an $8.0 million sale of a medical practice into a rollup by a private equity firm;
  • A $6.0 million sale of an insurance services company;
  • A $4.0 million sale of a commercial data, voice and fiber optic servicing company; and
  • A $3.5 million sale of an industrial coating business.

On the Buy Side:

  • Structured and closed several purchases and sales by a private equity fund of properties leased to kidney stone treatment centers.

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

  • Structured a sale of a partially US-owned telecom company doing business in Africa;
  • 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; and
  • Structured a joint venture between a US holder of several FAA Type Certificates with a Polish company.