Mergers and Acquisitions, Joint Ventures and Direct Investment

Our International Services Group assesses risk coordinating proceedings for those business buying foreign entities in addition to asset analysis:

  • Tax-free reorganizations and taxable mergers
  • Share and asset acquisitions
  • Tender and exchange offers
  • Going private transactions
  • Auction sales
  • Purchases of divisions, subsidiaries or entire companies
  • Strategic alliances and joint ventures
  • Strategic Board of Directors planning, including takeover defense mechanisms and executive retention planning
  • Divestitures of non-strategic divisions and subsidiaries
  • Recapitalizations and restructurings
  • Acquisitions in insolvency situations, including "cleansing" transactions

Services include:

  • Advice on structuring transactions
  • Assistance with "due diligence" investigations
  • Assistance with negotiation and drafting of preliminary documents, including confidentiality agreements, term sheets and letters of intent, no-shop and no-solicitation agreements, engagement contracts with investment bankers and related documents
  • Antitrust planning and regulatory compliance
  • Tax planning, including split offs, spin offs, Section 338 elections, preservation of loss carry forwards, special problems arising with pass-through entities, allocations of purchase price, etc.
  • Assistance in negotiation and documentation of definitive acquisition documents
  • Securities compliance, including proxy statements, prospectuses, tender offer documents, offering memoranda and related documents
  • Assistance with financing arrangements including conventional, mezzanine and subordinated debt, preferred stock, common stock and seller financing and the related inter-creditor subordination and other agreements
  • Executive employment, severance, stock option, restricted stock and related compensation arrangements, confidentiality, non-competition and consulting agreements
  • Stockholder and voting agreements, voting trusts, close corporation agreements and related documentation
  • Assistance with compliance with special requirements affecting regulated industries, such as telecommunications and insurance companies, national banking associations, other financial institutions and mutual funds
  • Assistance with employee benefit compliance, including termination or merging of pension plans, participation of employee stock ownership plans in acquisitions, mergers and recapitalizations, multi--employer withdrawal liability, and unfunded liabilities for pension and retiree health plans
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