Mergers and Acquisitions

Mergers and acquisitions are often the most important and complex transactions our clients will encounter. Whether our client is seeking to achieve liquidity for stockholders, to acquire complementary business assets, or to divest a line of business that is no longer essential, these transactions involve many different legal considerations, including structuring, finance, tax, securities, intellectual property, employment and employee benefits. As a result, we put together a cross-functional team with expertise in each of these areas to work closely with our clients to help them achieve their strategic objectives while managing the risks associated with various types of legal obligations.

At the earliest stages, we assist our clients in exploring strategic directions for their business, including advantages, disadvantages and limitations of potential transactions. We also assist our clients in identifying potential acquisition targets or potential acquirers and, if appropriate, introduce them to investment bankers to assist in structuring a buy or sell process. Once our client has identified a desirable acquisition target or acquirer, we help them negotiate the letter of intent or term sheet, drawing on our extensive experience representing similarly-situated companies.

After a letter of intent is signed much of the real work begins. We guide clients through complex documents and help negotiate key terms. Whether we are on the sell side or the buy side of a transaction, we are heavily involved in the due diligence process supporting the production and/or review of documents. We have helped many of our clients set up and maintain electronic data rooms to store their due diligence documents, which we have found greatly facilitates the process. Once the due diligence process is complete and the definitive agreements have been negotiated, we work with our clients to obtain the appropriate board, stockholder, third party and governmental approvals to close the transaction.

Throughout the process we advise our clients' Boards of Directors as to their governance and fiduciary duties. We have a great deal of experience in this area and are able to work closely with the Boards of Directors of our clients to ensure that they are fulfilling their fiduciary duties in connection with any transaction.