Lawyers in the Mergers and Acquisitions practice have extensive experience representing companies in negotiated transactions of all kinds, including:
Purchases and Sales of Businesses Including:
- Represent both sellers and purchasers of businesses in taxable and nontaxable transactions.
- Advise regarding transaction structure and legal terms.
- Assist in the negotiation of the transaction.
- Prepare documents necessary to effect the transaction and handle closings Provide necessary advice on issues involving tax, antitrust, securities, employment, real estate and other laws relevant to a specific transaction.
Buy-Outs, Reorganizations and Restructuring Including:
- Advise clients regarding buy-outs, reorganizations and restructuring of businesses to achieve various objectives
- Management and owner succession plans, liquidity, estate planning and resolution of conflicts among owner groups.
- Management buy-outs, leveraged buy-outs, and other specialized acquisition transactions.
- Prepare the documents and take other legal steps necessary to implement these
Organization of Business Entities Including:
- Formation of a new business entity.
- Advise clients regarding all aspects of organizing a new company.
- Including alternative business structures, issuance of stock or other equity to founders, buy-sell, voting or other agreements among owners and employment agreements and employee incentive arrangements.
- Organize large and small private and publicly held corporations and partnerships, Subchapter S corporations, limited liability companies, real estate investment trusts, professional corporations, mutual funds and nonprofit organizations.
Assist in Corporate Transactions Including:
- Tax-free mergers and acquisitions: Structuring transactions as tax-free reorganizations; tax treatment of outstanding options.
- Spin-offs, liquidations, and restructurings: Avoiding tax to corporation and shareholders; preserving net operating losses.
- Asset sales: Allocation of purchase price; amortization of intangibles; tax indemnification provisions; installment sales and sales and use tax issues.
- Joint ventures: Structuring, operating, and terminating partnerships, limited liability companies, and other joint
- International expansions: Uses of joint ventures, branches or subsidiaries; foreign tax credit and controlled foreign corporation issues.