Practice Areas & Industries: Luce, Forward, Hamilton & Scripps LLP

Practice/Industry Group Overview

Luce Forward’s mergers & acquisitions attorneys get you in and get it done, on your schedule and meeting your objectives. We structure and document mergers and other purchases and sales of businesses of all sizes and complexities. Our attorneys are actively involved in high-profile transactions in diverse industries, including technology, life sciences, retail, entertainment, real estate, food and beverage, and financial services. We represent start-up venture capital-backed corporations and closely held companies as well as publicly traded and multinational corporations headquartered across the United States and abroad. Our attorneys have completed a plethora of cross-border acquisitions, joint ventures, and international licensing. In the last five years we have completed over 100 M&A transactions.

• valuations and deal structure
• negotiating and drafting all documents
• due diligence, indemnification, and contribution arrangements
• Sarbanes-Oxley, Dodd-Frank, corporate governance, and fiduciary duty issues for boards of directors, committees, and officers
• filing and obtaining regulatory approval of transactions, including Hart-Scott-Rodino clearance
• documenting and conducting California fairness hearings to exempt transactions from federal securities registration
• filing reseller registration statements for restricted securities
• strategic investments and joint ventures, cross-border transactions, divestitures, and spin-offs
• tax-advantaged structures to maximize after-tax return on investment
• succession planning for the gradual transfer of ownership and control of a family enterprise to the next generation

• Callaway Golf Company (NYSE: ELY), a designer and manufacturer of golf equipment, in its $130 million acquisition of Odyssey Golf, a designer and manufacturer of putters and wedges.
• Callaway Golf Company in its acquisition of FrogTrader, Inc. (now Callaway Golf Interactive, Inc.), a leader in e-commerce and retail logistics.
• Brawley Beef, LLC, a leading beef processing company in California, in its $68 million sale to National Beef, one of the largest beef processing companies in the United States.
• The management team at Barratt American Inc., one of Southern California’s leading homebuilders, in its acquisition of the company from its British-based corporate parent, Barratt Developments PLC, for $165 million.
• Chemicon International, Inc., a supplier of specialty reagents, antibodies, and molecular research tools to the life sciences industry, in its $95 million acquisition by Serologicals Corporation (NASDAQ: SERO), a global provider of biological products and enabling technologies for the development and manufacturing of biologically-based life science products.
• Family Fitness Centers in its $63 million acquisition by 24 Hour Nautilus.
• Ray Wilson California Fitness in its $42 million acquisition by Fitness Holdings (Asia), an affiliate of 24 Hour Fitness.
• SYS Technologies Inc. (AMEX: SYS), a provider of engineering, management and information technology consulting services and solutions to commercial and U.S. government customers, in its acquisition by Kratos Defense & Security Solutions Inc. (NASDAQ: KTOS), a provider of consulting services for national defense and security customers, in an all-stock transaction valued at roughly $50 million.
• SYS Technologies Inc. in its acquisition of Antin Engineering, a provider of information technology, C4ISR, and technical support services covering systems engineering.
• SYS Technologies Inc. in its acquisition of cVideo, a leading provider of software-based integrated digital video applications used in video surveillance, integrated security, and loss prevention solutions for commercial, industrial, and governmental applications.
• SYS Technologies Inc. in its acquisition of Logic Innovations, a provider of innovative broadcast solutions allowing for efficient delivery of digital audio, video, and data to the broadcasting, satellite, and communications industries.
• SYS Technologies Inc. in its acquisition of the ForceViz visualization package from Lomasoft Corporation.
• SYS Technologies Inc. in its acquisition of Polexis, Inc., a provider of advanced data management software in support of enterprise operations and mission-critical decision making.
• SYS Technologies Inc. in its acquisition of RBIS, Ltd., a company that develops, implements, and maintains convergent security services that are delivered by personnel with high level U.S. government clearances.
• SYS Technologies Inc. in its acquisition of Shadow Research International, Inc., a technology-based consulting services organization providing support for the Navy Logistics Productivity’s Research and Development program.
• SYS Technologies Inc. in its acquisition of Web Technologies, LLC, a full-service software development and custom training solutions provider.
• SYS Technologies Inc. in its acquisition of Xsilogy, Inc., a provider of wireless sensor network.
• Crossflo Systems, Inc., a wholly owned subsidiary of Patriot Scientific Corporation (OTC: PTSC), in its acquisition of Verras Medical, Inc. (dba Iameter) and the Iameter portfolio of data analysis software and programs.
• Simulations Plus, Inc. (AMEX: SLP), a developer of drug discovery and development simulation software for drug research by pharmaceutical and biotechnology companies, in its acquisition of Bioreason, Inc., a software company providing research tools to the pharmaceutical and biotechnology industries.
• Simulations Plus, Inc. in its acquisition of Sage Informatics, LLC, a software company providing research tools to the pharmaceutical and biotechnology industries.
• C.R. Laurence Co. Inc., a leading supplier of parts, equipment, and services to the glazing, architectural, construction, industrial, and automotive industries, in the $21 million acquisition of all of manufacturer of heavy glass frameless shower door hardware.
• C.R. Laurence Co. Inc. in the $22 million acquisition of a competitor in the business of manufacturing and distributing supplies and machinery for the glazing industry. Subsequently represented C.R. Laurence Co. Inc. the subsequent disposition of the target’s natural and engineered stone fabrication and tile business.
• C.R. Laurence Co. Inc. in the £5 million acquisition of a supplier of accessories, tools and machinery to the glazing and stone industries throughout the United Kingdom. Acted as U.S. counsel on this transaction.
• C.R. Laurence Co. Inc. in the $1.5 million acquisition of a company that designs, fabricates, and supplies a complete range of custom-made and semi-standardized architectural metals to the architectural and design
• C.R. Laurence Co. Inc. in the $5 million acquisition of a company in the business of designing, manufacturing, and distributing products to the architectural metal and glass industry.
• C.R. Laurence Co. Inc. in the $1.25 million distressed acquisition of the assets of a manufacturer of door hardware for the aluminum and tempered glass door industry.
• C.R. Laurence Co. Inc. in the €1 million acquisition of the supply division of an Italy-based supplier of machines, installations and tools to the glazing industry. Acted as U.S. counsel on this transaction.
• C.R. Laurence Co. Inc. in the $1 million acquisition of a manufacturer of commercial impact entrance doors.
• ImageWare Systems, Inc. (AMEX: IW), a leading developer and provider of identity management solutions, providing biometric, secure credential, law enforcement, and digital imaging technologies, in its acquisition of Imaging Technology Corporation, a developer of digital imaging software for photo identification cards and documents.
• Redwood America Inc., a developer of software products and solutions in database, ERP and UNIX systems environments, in its merger with Report2Web Corporation, a developer of software to automate the Web distribution of reports produced by mainframes, client/server, and PC applications.
• Inovie Software, Inc., a leading provider of Web-based, peer-to-peer collaborative project management software, in its acquisition by Structural Dynamics Research Corporation (NASDAQ: SDRC), a provider of software solutions and services that propel manufacturers to increased business competitiveness through the development of a web-based, collaborative environment for product development.
• Moldyn Inc., a provider of molecular dynamics simulation software, in its acquisition by Structural Bioinformatics Inc., a world leader in computational proteomics - the large-scale generation and use of protein structure and protein structural information.
• Paragon Voice Systems, a leading provider of speech recognition solutions, in its acquisition by Interactive Telesis(TM), Inc. (OTCBB: TSIS), a provider of customized interactive voice response (IVR) solutions and speech-enabled hosting services.
• FurnishNet.com, a home furnishings business-to-business trading network, in its acquisition by GERS Retail Systems, a leading industry software solution provider.
• iTarget.com, an e-mail marketing company, in connection with its acquisition by Cybergold, Inc. (NASDAQ: CGLD), a leading Internet incentive and payment technology company.
• Client Shop Inc., an online mortgage lead provider in connection with its acquisition by Internet Brands (NASDAQ: INET), a leading Internet media company.
• Solimar.net, a provider of residential property valuation services to businesses, in its $24 million acquisition by Basis 100 Inc., an Internet-based e-commerce financial services provider.
• Miva Corporation, a leading supplier of e-commerce software and services to small and medium-sized businesses, in its acquisition by FindWhat.com (NASDAQ: FWHT), a leading developer and provider of performance-based marketing services for the Internet.
• PDG Hightower Inc. in its acquisition by Flextronics International USA, Inc.