Mergers, Acquisitions and Other Business Transactions

Our partners devote a significant portion of their time to structuring, negotiating and documenting a broad scope of business transactions, such as: mergers and acquisitions; roll-ups; redemptions, buy-outs and other divestitures and “corporate divorces”; restructurings and recapitalizations; and joint venture/strategic alliances for both emerging and more mature companies, whether public or private. We have also represented private equity and other investment funds in various equity, mezzanine and debt transactions.

Transactions very often require expertise in a variety of ancillary practice areas. We have significant experience in applying the following ancillary disciplines in a transactional setting:

Taxation

A variety of income tax issues always arise in a transactional setting. Our experience in this area extends to corporate tax planning for both taxable and tax-free reorganizations and consolidated returns, partnership taxation, which has acquired enormous significance with the universal use of LLCs, and US taxation of foreign investors, where familiarity with the relevant rules is indispensable in planning and executing inbound investments.

Estate Planning

Transactions involving private companies, particularly in case of a sale of a family business, often end up as the “once-in-the-lifetime” liquidity events for the principal owners. We have significant experience in the estate planning needs and opportunities created in the wake of such liquidity events. For a detailed explanation of our experience in this area click on family businesses.

Executive Compensation

Transactions involving a change in control, such as mergers, acquisitions, divestitures and buyouts, present various executive compensation issues.  We have significant experience in designing severance and stay bonus arrangements, as well as stock option and restricted stock plans.  In our analysis in designing such plans and in drafting the plan documents, we are cognizant of and are familiar with the relevant tax, accounting and securities law implications.

Real Estate

Transactions often involve real estate assets, either as the main object of the acquisition or divestiture, or adjunct to the transaction.  In either case, we understand and act timely in resolving real estate-related issues with third parties, such as landlords, title companies and local government officials.  When necessary, our real estate-related due diligence on behalf of the acquirer involves the engagement of an environmental consultant and lawyer and other real estate professionals.  In general terms, we have significant experience in commercial real estate, having represented real estate development companies, both owned domestically and those owned by foreign nationals in inbound investments.

View a full list of Recent Representative Transactions