Mergers & Acquisitions

     
       

Overview

Mergers, acquisitions and other strategic transactions have become more perilous than ever with stringent regulatory provisions, increased shareholder activism, prolonged due diligence to and through closings, and various macroeconomic issues creating an unprecedented aversion to risk.

Against this backdrop of marketplace complexity, Wilson Elser’s Mergers & Acquisitions (M&A) practice delivers responsive and practical resolutions to a large and growing number of publicly and privately held clients. We handle high-stakes acquisitions and divestitures, deploying methods that best suit the unique character of each transaction. 

These methods include: 

  • Statutory mergers
  • Cash-out mergers
  • Stock and membership interest acquisitions
  • Asset acquisitions
  • Debt and equity tender offer transactions
  • Consent solicitations
  • Exchange offer transactions
  • Change-in-control transactions
  • Stock-for-stock exchanges
  • Leveraged and management buyouts
  • 13e-3 “going private” transactions
  • Spin-offs
  • Roll-ups

Our attorneys bring sophisticated judgment and advice in structuring joint ventures and other strategic alliances. For companies with devalued or distressed assets, we provide guidance relative to negotiating and documenting workouts, restructurings, loan modifications, forbearance agreements and deed-in-lieu transactions. 

We typically are engaged well before a company is offered for sale, considers divesting some of its assets, is pursued by an interested buyer or engages in a market check. Our “sell-side” experience suggests that issues that might adversely impact the sales terms of a transaction or jeopardize its feasibility should be confronted prior to the purchase process beginning in earnest. This increases the likelihood that such issues can be managed in confidence, without the scrutiny of a third-party purchaser, its attorneys or business advisers. 

We are equally accustomed to helping clients with ‘buy-side” initiatives, leveraging in-house experience in virtually every area of commercial law. We assist with approaches grounded in best practices and carefully designed to identify and mitigate risk. 

In all transactions, our M&A attorneys are able to draw on the experience of Wilson Elser’s many other disciplines in addressing key legal and regulatory issues. Particularly given our rich heritage and continued strength in insurance coverage and defense, we have a keen understanding of risk and how it is best managed. Of special relevance, we work “cross practice” with Wilson Elser attorneys versed in directors and officers insurance to better understand the dynamics and expectations of corporate boards in guiding deals to completion, as well as with the placement of representation and warranty insurance. We also consult with our counterparts in such practice areas as tax structure and planning, employment benefits/ERISA, real estate, environmental, antitrust (including HSR compliance), labor, banking, intellectual property, health care and insurance regulations in helping to ensure the enforceability and viability of acquisition or divestiture transactions. 

Our M&A clients appreciate Wilson Elser’s national footprint − comprising 38 offices located in most major U.S. markets − and our ability to assist with transactions worldwide through our London office and membership in Legalign Global, a close alliance of four of the world’s leading law firms. Our attorneys are collectively fluent in Spanish, French, German, Portuguese, Russian, Mandarin, Japanese and other languages. We have represented foreign companies headquartered in China and Japan and throughout South and Central America in the acquisition or disposition of assets across the United States. 

In each of our merger and acquisition representations, our attorneys are focused on maximizing value for our clients while bringing our wealth of experience to bear in identifying and efficiently addressing risk. We collaborate with clients to identify their goals, structure deals, negotiate terms and achieve their transaction objectives. 

Business segments of particular focus and experience include food and beverage (alcohol and non-alcohol); entertainment, media and sports; energy; technology; insurance; manufacturing, construction; and health care.