Mergers and Acquisitions

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Overview

Our corporate lawyers have extensive mergers and acquisitions experience involving tax-free and taxable mergers, equity and asset acquisitions and dispositions, auction transactions, leveraged buyouts, spinoffs, joint ventures, and strategic acquisition and divestiture programs, among other matters. We work closely with our clients’ senior managers to conduct due diligence and to structure, negotiate and document transactions in a responsive, cost-efficient manner.

As part of our M&A practice, we routinely advise clients on securities issues, representing both targets and acquirers in negotiated, unsolicited and "going private" transactions. We advise clients on unfriendly takeovers and defensive tactics and have developed a number of shareholder rights plans designed to give boards of directors the power to deal with hostile bids. Our firm also counsels clients on the effects of state anti-takeover legislation.

We counsel both strategic buyers and sellers and private equity investors making and financing leveraged buyouts and other acquisitions or selling portfolio investments and companies. We seek to create a team of lawyers to work on the debt, equity and other transactional layers of investments and buyouts in a seamless fashion.

We use our extensive background in securities regulation, private equity investments, corporate and commercial law, and banking and capital markets to advise boards of directors and senior management on all aspects of M&A transactions, including fiduciary duties, Securities and Exchange Commission rules and regulations, and a variety of equity and debt financing techniques. Where needed, we staff our client-focused M&A teams with specialists in tax, antitrust, real estate, environmental law, labor, employee benefits and intellectual property, among other areas, to provide our clients with comprehensive experience on matters critical to the transaction.

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