Mergers, Acquisitions And Joint Ventures

Our attorneys represent clients in a wide range of business combinations and divestitures for both public and private companies, including mergers, stock and asset transactions, leveraged buy-outs, spinoffs, divestitures, tender offers, proxy contests and joint ventures. Transactions range in size and complexity from the sale of a medical practice to the multi-million dollar leveraged buy-out of a manufacturing concern with facilities in several states.

Merger and acquisition work is handled primarily by transactional attorneys in our business law department, who are supported as needed by other departments and practice groups in the firm, including employee benefits and executive compensation, environmental, intellectual property, labor and employment and tax.

Mergers, sales, relocations and other basic organizational changes can no longer be undertaken without considering the labor and employment impact of those decisions, whether it be in the context of bargaining and contractual obligations, discrimination issues, or employee benefit implications. Our lawyers routinely work with employers to ensure compliance in these areas, regardless of whether the organizational change involves a merger, stock acquisition, assets transfer, alliance, relocation, bankruptcy, or any of the other contexts in which organizational changes routinely occur. Rather than have these labor and employment law concerns serve as a barrier to change, we can help you achieve your business goals while you comply with your statutory obligations. In addition, we can analyze and recommend organizational changes to achieve desired outcomes with respect to union representation and contract matters.

Because our client base is diverse, our transactional attorneys have experience in handling mergers, acquisitions and joint ventures in many different industry sectors. Here is a representative sampling of some of the transactions which our attorneys have handled:

• Leveraged buy-out of a manufacturer of copper bar and rolled products, with rolling mills and extruding operations in New York and Massachusetts.
• Sales of two copper wire manufacturers in separate transactions.
• Acquisition of two ceramic china manufacturers with operations in Pennsylvania.
• Numerous bank and bank holding company acquisitions and mergers, including mergers of equals, branch acquisitions, and related equity and debt offerings.
• Representation of a participant in an industry roll up combining several companies into a consolidated entity, while simultaneously making a public stock offering.
• Sale of a national contract service provider.
• Acquisition of mining companies located in Oklahoma and Kansas.
• Sale of major Northeast utility to European holding company.
• Merger of two major metropolitan hospitals.
• Acquisition of major Northeast food distributor.
• Acquisition, through a negotiated SEC registered tender offer, of a publicly traded medical products company.
• Sale of a multi-state retail and distribution business involving retention of supply relationship and licensing of intellectual and propriety rights.
• Sale of a software company to a public company in exchange for stock in public company with negotiated registration rights.
• Various joint ventures involving equity investments in (i) a salt mine in Utah, (ii) a registered investment advisor, (iii) a manufacturing company in Italy, (iv) a distribution company in Colombia, (v) a citrus packing operation in Florida, (vi) a fiber optics telecommunications company, and (vii) a dental products distribution company.