Mergers & Acquisitions

Our M&A attorneys have the talent and experience to serve as deal counsel, either on the buy-side or sell-side, in extraordinary transactions for our corporate/business clients.  We represent clients of all sizes, types and industries in every aspect of mergers, acquisitions, divestitures, reorganizations, recapitalizations, spinoffs, purchases, sales and consolidations. These transactions range from purchases and sales of assets or equity, to complex multi-party mergers or reorganizations, roll-ups, strategic ventures, and tender and exchange offers. 

Our attorneys’ depth, experience and sophistication reflect the dynamic nature of our clients, which include Fortune 500 companies, private equity enterprises, and privately held companies of all sizes.

We bring experience from many practice areas to each transaction, thereby providing the most value for our client and the optimal structure for the transaction for our clients’ needs. We draw on our skilled team of attorneys in corporate, securities, tax, environmental, intellectual property, labor and employment, real estate, and financing to ensure that each transaction receives the attention and experience that will put our clients in a position to achieve their objectives.

Representative Transactions:

  • Corporate counsel to a transportation client in a multi-billion dollar merger, where we provided corporate governance support throughout the merger process and to the surviving entity.
  • Counsel to the surviving entity in the consolidation of two non-profit, business compliance and consumer protection organizations in the southwest United States.
  • Counsel to the surviving entity in a merger and private equity offering involving two regional southwest banks in a highly regulated industry.
  • Counsel to a data solutions start-up since its inception in a multi-million dollar sale of its business to a multi-billion dollar global firm.
  • Counsel to an information solutions firm in a divestiture of its background screening assets to a strategic buyer.
  • Counsel to a rural travel center in the sale of its real estate holdings, including fuel station, involving multiple practice areas and regulatory compliance issues.
  • Counsel to a closely held company in a $80 million sale of an industrial lighting company in a strategic transaction.

For Buyers:
Whether our client is purchasing an operational business, an investment property, or a book of customers, we understand there are risks with any acquisition. We work hard to coordinate all necessary due diligence in any acquisition, so that our client has the essential disclosures to feel confident in the purchase. We help our clients choose the appropriate structure for the transaction to achieve their goals while minimizing risks, and we work with accountants to help our clients receive optimal tax treatment. 

We are experienced in helping clients smoothly complete an acquisition and continue as an ongoing business by preparing corporate documents in anticipation of life after the transaction. We monitor our clients’ regulatory and disclosure obligations, assist with proper filings and compliance issues, and prepare corporate charters, policies, employment agreements, benefits plans, equity plans, and related corporate documents to ensure that the post-acquisition business is compliant, well-governed, and able to handle any future legal issues that may arise.

For Sellers:
We understand that the process of selling a business begins long before the negotiations with the proposed purchaser and that receiving the best price for your business depends on much more than trading numbers at the negotiating table. For clients considering a future sale of their business, but are not quite there yet, we offer assistance and counseling to arrive at a multi-step plan to prepare the business, and the client, for the sale. We work with our clients and their accountants on creating an accounting strategy so that their business will have two to three years of consistent, comparable, and clean financials for easing buyer due diligence. We review corporate documents and policies to ensure regulatory compliance as well as review existing contracts, agreements, intellectual property ownership and licensing, employment agreements, and benefit plans. We do this with the goal of helping our clients update or revise their corporate documents so that they can confidently present their business to any potential buyer, maximizing the sale value and minimizing buyer scrutiny.

We understand that the sale of business is a significant, and sometimes bittersweet, step for any business owner, after dedicating so much time and effort to the success of the business. We are committed to helping our clients prepare for the future after selling their business by understanding their expectations going into a sale transaction, and negotiating a business sale that fits their future plans, whether it is maintaining a future role with the business or moving on to new opportunities. 

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