Eversheds Sutherland provides pragmatic advice and comprehensive support based on decades of experience that enables clients to evaluate, structure and complete merger and acquisition (M&A) transactions across a broad spectrum of industries.
Eversheds Sutherland attorneys understand the particular challenges they face in M&A deals. We work closely with clients to determine the most advantageous transaction structures and diligence procedures so transactions close smoothly and can withstand regulatory scrutiny. Even with contentious adverse parties and complicated structures, our attorneys know how to assess and negotiate deal terms that will achieve our clients’ business objectives.
Our M&A attorneys represent clients in their national and international acquisition programs. We serve a wide range of industries, including aerospace and defense, communications, consumer products, e-commerce, energy, financial services, insurance, manufacturing, natural resources and technology. Our attorneys are well-versed in both strategic and financial transactions and the unique requirements for mergers, tender offers, stock and asset acquisitions, corporate restructurings, spin-offs, recapitalizations and other deal structures. We also negotiate and establish alliances, joint ventures, and other partnering relationships, and we develop innovative approaches to implement other tailored commercial relationships.
We provide counsel on the acquisition of publicly-owned companies, and we represent special committees of independent directors formed to consider these transactions. We understand and guide our clients through the unique issues raised by cross-border transactions and those involving national security.
Why Eversheds Sutherland
Versatility. Eversheds Sutherland attorneys can handle any M&A and complex commercial transaction, public or private, regardless of its size or complexity.
Full service. With more than 2,800 Eversheds Sutherland attorneys across 66 offices around the world, our M&A lawyers can call on colleagues in securities, tax, employee benefits, intellectual property, antitrust, environmental, international, government contracting/national security matters and other specialized areas as appropriate.
Continuity. We staff transactions leanly unless the client requests otherwise. Many clients value the greater continuity achieved by having a few lawyers handle a transaction from beginning to end, rather than having a larger number of lawyers moving in and out of the transaction over time.
Auction experience. Our attorneys work on many deals involving the auction process, from developing bid letters and mark-ups of acquisition agreements proffered by sellers in conjunction with bid submissions to non-auction scenarios involving one-on-one negotiations, often during a negotiated exclusivity period.
Extensive public and private client experience. Our attorneys know no-shop, go-shop and “fiduciary out” provisions, tender offers and top-up options, termination and reverse termination fees, financing contingencies and other deal protection devices common in public company transactions. For transactions involving privately held companies, Eversheds Sutherland attorneys commonly advise on purchase price adjustments, earn-outs and other incentives, hold-backs and escrow arrangements and the issues that arise with respect to post-closing indemnification rights.
Nuts and Bolts
Eversheds Sutherland manages our clients’ M&A needs by marshaling the resources of many practice areas.
- Antitrust
- We handle all antitrust issues, including evaluating potential antitrust risks associated with transactions; structuring transactions to reduce antitrust risks or achieve other appropriate client objectives; preparing premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act and the Defense Production Act (Exon-Florio); handling second request and other investigations initiated by the US Department of Justice, the Federal Trade Commission and state antitrust enforcement agencies; and defending the legality of transactions in litigation brought by enforcement agencies or private parties.
- Our attorneys are skilled in structuring and counseling joint ventures with regard to antitrust considerations, particularly in regulated industries such as banking, energy and insurance.
- Intellectual property
- Our IP team works seamlessly with our M&A team to address the intellectual property considerations that often arise in M&A transactions, including IP diligence, pre-emption issues, patent licensing, and trademark infringement.
- Tax
- Our tax group regularly structures and negotiates domestic and cross-border M&A transactions, ensuring that these transactions are efficient in terms of US federal, state, local as well as non-US taxes. We work with clients in all aspects of the transaction process, including tax diligence, pre-transaction structuring, negotiating transactions documents and post-acquisition integration. In an evolving international tax landscape, we advise on the implications of US tax reform as well as changes in non-US tax laws, including in response to the Organisation for Economic Co-operation and Development’s Base Erosion and Profit Shifting initiative.
- In addition to traditional M&A tax planning, Eversheds Sutherland’s Tax Practice Group frequently provides assistance to clients in maximizing US federal and state deductions and incentives. For example:
- State and Local Tax (SALT) Incentives – We have assisted clients in securing multimillion-dollar incentives related to the relocation and retention of facilities, assisted companies in pursuing state film credit incentive packages and have analyzed state enterprise zone credits for disregarded entities.
- Transaction Cost Analysis – We are frequently engaged to review and substantiate the treatment of transaction costs for our clients in connection with their transactions. We are experienced in all facets of the government’s treatment of these costs including representation before exam and appeals, private letter rulings, technical advice memoranda, and pre-filing agreements.
- Environmental
- Eversheds Sutherland's environmental lawyers evaluate environmental regulatory compliance and the nature of governmental and third-party claims. Our environmental lawyers assist in developing transaction structures and documentation to allocate environmental costs and risks between buyer and seller.
Take Action
Our M&A team provides clients with clear, strategic guidance to avoid pitfalls that can delay or derail transactions. Pragmatic business judgment and creative problem-solving underlie our counsel in all of our engagements.
