Mergers & Acquisitions

Mergers and Acquisitions


In today’s environment, those with access to capital have unprecedented opportunities to craft extremely attractive deals. But it’s essential that you have the right legal counsel on your side.

Manatt’s M&A lawyers work closely with your transaction team to turn these opportunities into deals that work for all parties. We counsel public companies and privately-owned businesses looking to expand their competitive edge and accelerate their market penetration, as well as equity sponsors in acquisitions of portfolio companies and “add-ons.” We also represent entrepreneurs, family-owned businesses, private equity funds and large multinational corporations in sales transactions.  Whether on the buy-side or the sell-side, our strategic business advisors help you evaluate the risks and rewards of any potential transaction and solve problems that arise during the course of the negotiation and execution.


  • Senior-level attorneys manage transactions and provide client advice and strategy. The lawyers you meet on day one are the people who will be working on your deal.
  • Our deep pool of talent can be marshaled at a moment’s notice to fully execute quick-turnaround opportunities.
  • Wall Street experience combined with boutique client service
  • Focus on long-term relationships and dedication as a trusted advisor
  • Proven record of exceptional client outcomes
  • Deep industry expertise in financial services, healthcare, media & entertainment, technology, consumer products, energy, environment & natural resources, advertising and infrastructure

A Strong Bench

For complex M&A transactions that may have far-reaching implications, we regularly draw upon the experience of Manatt attorneys in many other practice areas—including Antitrust, Environmental, Intellectual Property, Labor, Tax, Executive Compensation and Employee Benefits—to form a cohesive and organized “deal team.”

We add value to our clients by:

  • Developing a due diligence strategy that focuses on key value drivers and conducting a thorough and detailed due diligence process and helping to evaluate the risks and rewards of a potential transaction.
  • Properly structuring M&A transactions that help clients enhance competitive position and deepen market penetration.
  • Advising and negotiating every aspect of a transaction, including financing, regulatory approval, due diligence, operational concerns and closing and post-closing matters.
  • Structuring complex transactions in a tax-efficient manner to maximize economic benefits.
  • Acting as a liaison with regulatory agencies, such as the Securities and Exchange Commission, the Federal Trade Commission and the Department of Justice.
  • Providing a seamless, efficient and timely transaction process.

Strategic Services

  • Mergers, stock and asset purchases
  • Going private transactions
  • Cross-border transactions
  • Leveraged and management buyouts
  • Strategic and private equity investments
  • Tender and exchange offers
  • Special committee representations
  • Poison pills and other takeover defenses
  • Proxy contests
  • Share exchanges
  • Fairness opinion representations

Representative M&A Experience

Recent experience include Manatt’s representation of:

  • The Audit Committee of the Board of Directors of Sucampo Pharmaceuticals in its $80 million acquisition of Sucampo AG, a Swiss-based patent-holding company and its wholly-owned subsidiary, Sucampo AG Japan, a patent maintenance company, from the cofounders and majority shareholders of Sucampo Pharmaceuticals.
  • Pacific Capital Bancorp in connection with a successful recapitalization transaction pursuant to which a subsidiary of Ford Financial Fund, LP, invested $500 million in Pacific Capital. In connection with this recapitalization transaction, we also represented Pacific Capital in a debt tender offer involving approximately $188 million of trust preferred securities and subordinated debt and in the exchange of $180.6 million of preferred stock issued by Pacific Capital to the United States Department of the Treasury pursuant to the TARP Capital Purchase Program.
  • Cerberus Capital Management in its purchase of Caritas Christi Health System, one of New England’s largest nonprofit hospital systems, with a total deal value of approximately $875 million. This transaction was the first instance where a major private equity firm acquired a large, regional nonprofit health system and converted it to a for-profit, tax-paying enterprise.
  • Bay Cities National Bank (renamed Opus Bank) in its $460 million recapitalization and change in control led by Stephen H. Gordon, its newly appointed Chairman, Chief Executive Officer and President. In addition to raising new capital from approximately 25 institutional and other accredited investors, Bay Cities converted from a national bank to a California state-chartered commercial bank and changed its name to Opus Bank.  In addition to Mr. Gordon, key investors in the transaction included funds affiliated with Elliott Management Corporation, funds affiliated with Fortress Investment Group LLC, and a fund affiliated with Starwood Capital Group.
  • BMG Rights Management (BMG) in several recent transactions that have aggregated over 100,000 copyrights in 12 months, including:
    • BMG’s acquisition of R2M Music, procuring for BMG 12,000 copyrights, with 35 Top Ten hits. The transaction also encompasses the music publishing assets of former Transcontinent Musikverlag GmbH, including rights to an extensive German Schlager music catalogue.
    • BMG's acquisition of Bug Music, whose renowned clientele includes the estates of Johnny Cash, Willie Dixon, Muddy Waters, Woody Guthrie and Stevie Ray Vaughan as well as some of today's top musical artists, such as Pete Townshend, Iggy Pop, Ryan Adams, Wilco, The Guess Who and Jamie Foxx.
    • BMG’s acquisition of Chrysalis, a leading independent music publisher, and its 100,000-song catalog that includes songs by David Bowie, Michael Jackson, Cee Lo Green and Blondie.
    • BMG’s acquisition of Evergreen Copyright Acquisitions LLC, and its  catalog that includes songs recorded by artists such as Eric Clapton, MC Hammer, Michael Jackson and Nick Drake.
    • BMG’s acquisition of Stage Three Music, a leading independent, international music publisher based in London, from its shareholders Apax Partners, Ingenious Ventures and the management. 
    • BMG’s acquisition of Cherry Lane Music Publishing, whose roster of songwriters included leading performers ranging from Elvis Presley to the Black Eyed Peas.
    • BMG’s acquisition of the music publishing catalog of Crosstown Songs America, consisting of more than 8,000 songs. 
  • Moelis Capital Partners as one of the lead investors in a $200 million recapitalization of Opportunity Bancshares. A substantial number of the investors in the transaction were private equity funds and hedge funds.  As a result, the regulatory approval process was a complex and long one with various federal and state regulatory agencies.  Opportunity Bancshares will be used as a platform bank to purchase additional banks in FDIC-assisted transactions.
  • East West Bancorp in its $10.4 billion acquisition of the assets of United Commercial Bank, who had been shut down by regulators following loan losses and misstated financial reports. Included in the acquisition was a large loan portfolio covered under a loss-sharing agreement with the Federal Deposit Insurance Corporation. The acquisition created the largest U.S. bank focused on the Chinese-American market, as well as the largest bank based in Southern California.
  • Allied Cash Advance, a nationwide short-term loan provider, when it was in need of a loan itself when it had to refinance a substantial amount of subordinated debt but was unable to do so due to the collapse of the capital markets. Our lawyers and Allied’s founders were able to achieve a non-bankruptcy recapitalization that not only preserved substantial value for the subordinated debt and equity holders, but also provided sufficient working capital that allowed Allied to continue providing loans to an underserved clientele in need of short-term financial services. This transaction won the 2010 Out-of-Court Reorganization of the Year award at the M&A Advisor’s Turnaround Awards.
  • Both shareholders and management in poison pills and other potential takeover actions, including:
    • A group of private equity fund investors and a new management team, in a hostile-turned-friendly control investment in publicly traded Patient Safety Technologies, Inc. (PST). The convertible preferred stock investment started as a hostile takeover and proxy fight and resulted in the negotiated investment in PST, along with our client becoming the Chief Executive Officer of the company and the resignation of a majority of the board of directors. The company emerged with a strong management team and balance sheet.   
    • Sonus Networks, one of the world’s largest communication and voice-network companies, when it faced a shareholder activist (an overseas private equity fund that during the previous two years had acquired a 25 percent interest) threatening hostile action and a proxy fight.  Manatt’s lawyers advised Sonus in the adoption of a “poison pill” plan to protect the shareholders in the event of hostile actions by the activist shareholder and worked with the Board throughout the negotiations with the activist. Manatt’s work led to the successful resolution of a difficult, complex and potentially damaging disagreement between the Board and the activist shareholder. The outcome left Sonus with a healthier set of corporate governance policies that protected all the shareholders against future hostilities. 
  • Investment banking firm Houlihan Lokey in its acquisition of boutique advisory and valuation firm Red Pine Advisors.  When combined with Houlihan Lokey’s brand, extensive network, global footprint and dedicated financial sponsor and industry groups, Red Pine’s technology, client list and team will create the market-leading valuation firm for third-party valuations of structured products.

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Diversity at Manatt

Manatt considers diversity to be a fundamental component of our institutional identity. As a law firm, we have a professional responsibility, and as individuals, we have a personal responsibility to our respective communities. Incorporating diversity into our culture allows us to enhance the high-quality, creativity and excellence in legal services that our clients have come to expect.

Manatt has invested a significant amount of human and financial resources in our own diversity program. Our philosophy is simple: include women and minority lawyers at all levels of Firm leadership and promote diversity in the legal profession through our support and active involvement in various minority civic and bar organizations.

The mix of our minority and women attorneys has consistently exceeded the national average among the country's top law firms. Our talented mix includes minority and women lawyers serving as heads of offices, members of the firm's Board of Directors and management team, and chairs of some of the firm's most important practice groups.

Inclusive Culture
Our progressive culture allows us to maintain a growing mix of women and minority lawyers, and the results illustrate this commitment.  The American Lawyer ranked our Firm 29th (in the top 12%) on its Diversity Scorecard for the largest 250 law firms in the country for 2009.  Multi Cultural Law Magazine included our Firm on its 2008 lists of the Top 100 Law Firms for Diversity, Top 25 Law Firms for Asian Americans/Pacific Islanders, and Top 25 Law Firms for Openly Gay/Lesbian Americans.

Despite our progress and diversity success, we can do better.  Our challenge extends far beyond exceeding national averages.  Our plan cannot succeed if we focus only on recruiting minority and women attorneys.  The true challenge and measure for achieving success lies in creating and preserving an inclusive environment where our minority and women lawyers will stay, progress, prosper and succeed.  We have implemented a formal diversity program designed to enhance our recruiting and retention of diverse attorneys through an executive mentoring program intended to cultivate personally and professionally meaningful relationships between our diverse lawyers and our partners. 

Our commitment to diversity exists in a living document – a plan – that is concrete, easy to understand and publicly available.  The plan demonstrates to every law school student, lateral associate candidate, lateral partner candidate, recruiter, existing client, and potential client that we are serious about creating a workplace that mirrors the breadth of the communities where we and our clients live and work.

We focus on the following key areas to accomplish our mission.

Targeted Recruitment Effort
At Manatt, recruiting women and minority attorneys does not end on law school campuses. Our recruiting efforts focus on locating talented women and minority lawyers at all levels. At law schools, we seek out and interview students who share our core values in ways shaped and enhanced by their own experience. Manatt's 2005 Summer Program was the most diverse in the Firm's history. Our nine 2005 Summer Associates included two African-American students, three Hispanic students, one Asian-American student and three Caucasian students. Five of these nine students were women.

Mentoring as a Cornerstone
Minority attorneys who join Manatt as new or lateral hires immediately become the focus of a mentoring program. They are paired with senior attorneys who take an active role in encouraging their career development. Mentors actively work with their protégés, helping them form business plans and involving them in firm-wide marketing and development opportunities. Management holds mentors accountable for their roles and their protégés' progress at the Firm, including reviewing their efforts as part of the evaluation and compensation process.

Access to Opportunity
Success is a matter of talent and opportunity. At Manatt, we believe that the key to retaining talented minority attorneys -- and therefore the key to the success of our diversity efforts -- is providing a distinctive experience that offers clear access to professional accomplishment. We provide women and minority attorneys with important responsibilities and leadership opportunities in client development activities, complex litigation, large transactional matters and high-profile community and civic organizations. We also encourage and support minority and women attorneys who take leadership positions within the firm and outside in the community at large.

Long-Term Commitment
We challenge ourselves to make our young lawyers feel valued, involved and invested in the future of the firm. We know that they will eventually occupy the most important financial, management and executive positions at Manatt. Our professionals thrive in an atmosphere that encourages and supports responsibility, ambition, and entrepreneurship. We offer true opportunity equal to individual commitment to success and advancement. That's the history of opportunity at Manatt, where professionals with talent and drive are rewarded with a nurturing, dynamic and energizing climate.

Promoting Diversity
Promoting diversity in the legal profession requires both an investment of money and time. Our women and minority attorneys are prominently involved and hold leadership positions in some of the most important minority civic and bar organizations in the country including:

  • Asian Americans of Equality
  • Asian Pacific American Legal Center
  • Black Entertainment and Sports Lawyers Association
  • California Association of Black Lawyers
  • California Black Chamber of Commerce
  • California Women's Law Center
  • Chilean Association of Attorneys
  • D.C. Commission on Asian & Pacific Islander Affairs
  • Hispanic National Bar Association
  • Inner City Law Center
  • International Human Rights Committee of the Association of the Bar of City of New York
  • Korean American Bar Association
  • Korean American Coalition
  • L.A. Conservation Corps
  • La Raza Galeria Posada
  • Legal Aid Foundation of Los Angeles
  • Los Angeles Urban League
  • National Asian Pacific American Bar Association
  • NOW Legal Defense & Education Fund Board
  • Southern California Chinese Lawyers Association
  • The Association of Women in International Trade
  • Women Lawyers Association
  • Women's Bar Association of District of Columbia
  • Women's Forum of Washington D.C.

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