Mergers and Acquistions

 Mergers and Acquisitions

We have experience with all forms of M&A transactions, including early acquisitions of privately held emerging companies, divestitures and spin-offs of subsidiaries and divisions, strategic mergers, tax-free reorganizations, reorganizations and other restructurings, joint ventures and leveraged and management buy-outs.  Our depth of knowledge in corporate and securities law, as well as our understanding of client technologies, allows us to bring a high degree of expertise to negotiating, structuring and closing successful transactions for our clients.

Our services include, structuring, negotiating, and drafting:

• Alternatives for businesses considering major transactions, including but not limited to, analyzing key business and tax issues.
• Ownership arrangements.
• Pre-closing reorganizations and restructures of target companies.
• Acquisition financing.
• Due diligence reviews for purchasers and assisting target companies to prepare for the sale.
• Coordinating board, shareholder and third-party approvals and consents required to consummate the transaction.
• Advising on merger related tax, securities, employment, employee benefit and liability issues.
• Advising on intellectual property ownership, transfer, licensing and related issues.
• Negotiating and drafting confidentiality agreements, letters of intent, offers to purchase, share and asset purchase and sale agreements, escrow agreements, assignment agreements, non-competition, non-solicitation and other restrictive covenant agreements, loan agreements, consulting agreements, indemnity agreements, personal guarantees, employment agreements and other transaction related commercial agreements.
• Assisting with closing, post closing and transition matters including security for payment of the purchase price, earn-ins, earn-outs, holdbacks, adjustments and set-off arrangements.
• Assisting  with buy-side auction bids and sell-side processes.