Mergers &

Mergers & Acquisitions

Our M&A attorneys have the know-how and experience to negotiate favorable deals in a timely manner. We don’t just get deals done; we look out for your best interests in the near and long term.

We negotiate deals in good faith, creatively and patiently work through impasses, while staunchly advocating for our clients. Through the negotiations and due diligence phase, we identify risks and opportunities. We remain vigilant about mitigating your risks and potential liabilities inherent in the deal. Throughout the process, our goal is to close deals on favorable terms, while mitigating client risks and leaving options on the table to pursue remedies when those terms have not been met by the other parties.

We work closely with our tax attorneys to ensure to minimize the income tax impact on the transaction. Where appropriate, we include our trusts and estates attorneys to ensure that the transaction is incorporated into a client’s overall estate plan.

M&A Experience

• Representing buyers or sellers in mergers, acquisitions, and company sales

• Management buyouts and recapitalization

• Conducting due diligence on any prospective purchasers to evaluate their commitment to close the deal and to ensure that they have the financial wherewithal to acquire the business

• Negotiating and documenting the terms of a proposed deal in a term sheet or letter of intent

• Negotiating and drafting definitive legal agreements, such as a stock sale and purchase agreement or asset purchase agreement

• Planning and structuring the transaction to minimize the tax consequences to the sellers

• Tax planning for taxable acquisitions and structuring tax-free mergers, spin-offs, split-offs and recapitalization

• Drafting, negotiating and documenting debt financing

• Negotiation and documentation of private equity secondary offering

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