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Overview

Every transaction is unique.  The building blocks of the deal may be familiar but everything from the tax strategies and financing mechanisms to negotiated clauses and closing conditions are bespoke.  Clients rely on us to help them fuel growth and enact exit strategies.

We represents buyers, sellers, target companies and their shareholders in M&A transactions.  We handle all transaction types, including negotiated acquisitions, divestitures, mergers, and stock purchase and sale transactions.

One of our first steps in evaluating a proposed M&A transaction is to evaluate various alternative structures from a tax perspective.  The tax considerations frequently drive the deal structure.  We also evaluate and discuss the cost and time to complete the transaction based on different deal structures.

At the outset, we also try to define an appropriate scope of due diligence work.  Our goal is to investigate those factors material to the deal without "turning over every stone."

Our M&A work includes preparing and negotiating letters of intent, stock purchase agreements, asset purchase agreements and merger agreements.  We pay particular attention to exclusivity provisions, due diligence and financing "outs."  We also look at break-up fees, drop-dead dates, related termination provisions and post-closing liability for warranties and representations.

In addition, we often develop ancillary agreements such as employment; shareholder; non-competition; voting; standstill; non-disclosure; indemnification; earn-out; escrow; and business operating agreements.

When required, we prepare and file Hart Scott Rodino Antitrust Improvements Act pre-merger notification and report forms.  We also prepare, secure approval of and arrange for the filing in all applicable jurisdictions of merger agreements and articles of incorporation or amendments thereto, when applicable.

Our clients are private equity firms, venture capital companies, and operating companies.  We recognize that every industry is unique, has its own special characteristics, terminology and manner of doing business, and is subject to its own special regulatory scheme.  Therefore, we tailor every transaction to the requirements of the client, the industry, and applicable regulations.

Our attorneys are experienced in the process and requirements for obtaining shareholder (or other owner) approval of M&A transactions.  For stock deals, we ensure compliance with applicable securities laws.  We regularly obtain permits for the issuance or exchange of securities from the California Commissioner of Corporations and conduct fairness hearings with the Commissioner to satisfy federal securities law exemptions.

Our work includes preparing proxy or information statements to satisfy applicable disclosure requirements.  We also aid in the preparation and distribution of letters of transmittal for cash, debt or share exchange transactions, ensuring compliance with suitability standards applicable to purchasers of securities in stock transactions, and compliance with dissenters' rights.  We provide legal opinions supporting our clients' compliance with contractual requirements when necessary and appropriate.

We assist in the "due diligence" investigation of the opposite party, where appropriate, to identify potential or actual problems with its business, management or ability to complete the transaction, and to satisfy applicable securities law requirements.  We also regularly assist our clients in obtaining appraisals and fairness opinions and in the preparation of pro forma financial statements.

When a merger or acquisition is accompanied by financing transactions (usually to either finance the acquisition itself or to provide the combined company with adequate working capital), we frequently assist the buyer or merger partner to negotiate and obtain such financing, either through a credit facility or equity financing from a strategic partner, venture capital fund, or other funding source.

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