We represent clients of all sizes, types and description in every aspect of mergers and acquisitions.  These range from straightforward purchases and sales of assets or stock, to complex mergers or reorganizations, both taxable and tax-free.  Our practice experience also includes leveraged buyouts, earn-outs, split-ups and acquisitions in connection with workouts or bankruptcies, and frequently entails regulatory issues.

Virtually all merger and acquisition transactions require sophisticated tax planning. To provide this critical counsel, our Business Law Group works in conjunction with our Tax Group, offering comprehensive counsel through all stages of transactions. 

A deep understanding of our clients’ businesses and industries is at the core of our counsel.  This insight is pivotal to successful mergers, acquisitions or other liquidity events. We provide targeted and practical assistance to clients on structuring their businesses wisely from inception. This situates them well for subsequent opportunities for potential financing, sale and other liquidity transactions.

Representative Experience

• Ongoing representation of one of the largest privately-held landscape services companies in the United States in connection with a series of strategic asset and stock acquisitions of regional landscape construction and landscape maintenance businesses. Purchases range from $3 million to $45 million.
• Ongoing representation of an investment trust focused on alternative energy companies and other clean tech industries.  Counsel includes structuring, negotiating and documenting private investment in public companies (PIPE) transactions and numerous investments in venture-stage companies, ranging from start-ups to late-round financings. Representation also includes preparing and managing the trust’s U.S. securities filing obligations and coordinating similar international filing obligations.
• Represented a publicly-held operator of high-end health and fitness clubs in selling selected clubs that operated primarily in the East to one of the operator’s shareholders for $80 million. As part of the sale, we also represented the company in refinancing $50 million of real estate-secured debt.
• Represented a privately-held internet video streaming company in a sale to a large, publicly-held media company for $52 million.
• Represented a privately-held financial software developer in a sale to a publicly-held financial services company.  The deal involved a combination of cash and securities valued at approximately $30 million.
• Represented a privately-held food distribution company in acquiring selected operating divisions of Heinz Food for an aggregate consideration exceeding $10 million.
• Represented a shopping center developer in connection with the sale of its 50-percent membership interest in a Culver City shopping center to the other 50-percent owner for approximately $40 million.
• Represented a principal shareholder of a privately-held credit card processing company who sold her equity stake to another existing shareholder for $140 million.
• Represented a privately-held special effects company in a sale of its business and assets to Apple Computer.
• Successfully settled a number of hostile intracompany disputes including representation of a 50-percent shareholder in an advertising agency who ultimately bought out the other 50-percent shareholder, and the settlement of an interfamily dispute over the ownership and management of a large nursery in Southern California.

For more information on our Mergers & Acquisitions Group, please contact Jill A. Cossman.