Practice/Industry Group Overview
Mergers, acquisitions and other strategic transactions have become more perilous than ever with Sarbanes-Oxley giving way to Dodd-Frank, shareholder activism on the rise, due diligence prolonged to and through closings, and various macroeconomic issues creating an unprecedented aversion to risk.
Against a backdrop of marketplace complexity and uncertainty, Wilson Elser’s Mergers & Acquisitions practice delivers responsive and practical solutions to a large and growing number of publicly and privately held clients.
Against this backdrop of marketplace complexity and uncertainty, Wilson Elser’s Mergers & Acquisitions practice delivers responsive and practical solutions 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 the transaction.
These methods include:
- Statutory mergers
- Cash-out mergers
- Stock acquisitions
- Asset acquisitions
- Debt and equity tender offer transactions
- Consent solicitations
- Exchange offer transactions
- Change-in-control transactions
- Stock-for-stock exchanges
- Mergers of equals
- Leveraged and management buyouts
- 13e-3 “going private” transactions
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 are typically 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 practice and carefully designed to identify and mitigate risk.
In all transactions, our Mergers & Acquisitions 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 controlled. 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. We also consult with our counterparts in such practice areas as employment benefits/ERISA, real estate, bankruptcy, debtor and creditor rights, environmental, antitrust, labor, banking, intellectual property, health care and insurance regulations in helping to ensure the enforceability of acquisition or divestiture transactions.
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 partner with clients to identify their goals, structure deals, negotiate terms and achieve their transaction objectives.