Mergers and Acquisitions

From the smallest local asset acquisitions for cash to large, international business acquisitions involving highly creative financing, Frost Brown Todd offers decades of experience in successfully directing merger, acquisition and divestiture transactions, joint ventures and strategic business combinations of all types.

A leading adviser to public and private companies and firms on all types of mergers and acquisitions transactions, our mergers and acquisitions lawyers counsel clients and assist with strategic planning and regulatory compliance for buyers, sellers, strategic investors and venture capitalists, management groups, independent committees of directors and investment banking firms. From small, privately negotiated sales to large-scale hostile takeovers, our mergers and acquisitions team has the experience and skill to guide businesses through the storm.

A Wealth of Industry Experience

We regularly represent clients ranging from mid-size private companies to multibillion-dollar public companies in both negotiated and unsolicited transactions. We draw upon some of the region's leading legal minds in the areas of takeovers, tax, antitrust, intellectual property, ERISA and environmental law to provide clients with comprehensive and innovative advice.

Our client base and experience cut across every major industry, including information technology, financial services, engineering and construction, chemicals, heavy industry, telecommunications, healthcare, natural resources, defense and aerospace, entertainment and hotel, and leisure and gaming.

A highly diversified client base enables us to gain experience in a wide range of industries. Industry experience in recent years includes automotive, banking, broadcasting, chemical, communications, construction, distilling, distribution, energy, environmental services, equine, financial services, food production, furniture, general manufacturing, golf and leisure, healthcare, information technology, insurance, mining, oil and gas, printing, real estate development, restaurant, retail, transportation, utilities and wine.

Serving Clients from the Start

Through the Internet, Lexis-Nexis and other information networks, we retrieve and analyze current information about the other party or parties to the business combination. We also fully acquaint ourselves with our client's business and how the proposed transaction fits into its strategic plans.

We then move the transaction forward on our client's timetable. We take as active or passive a role as our client and the situation dictate.

We centralize transaction planning and execution through the lead acquisition or joint venture lawyer. A single partner—or if the transaction warrants, two partners—will serve as lead counsel. Lead counsel will oversee the legal due diligence investigation of the target company and will help structure the transaction to achieve the client's strategic and financial objectives. Lead counsel will also help the client negotiate the transaction and craft the precise content of the principal agreement and ancillary agreements.

In a given transaction, lead counsel will team with attorneys from across the law firm to analyze various characteristics of the target company or of the transaction. Since every transaction is unique and laws and regulations affecting business transactions seem to change almost continually, our experience enables us to craft forms of business transaction agreements from the opening confidentiality agreement to the final closing statement. While we create documents that are specifically tailored to each transaction, we can react quickly and cost effectively because we are working from continually updated model agreements.

Attention to Detail

Our mergers and acquisitions practice is bolstered by our extensive experience in corporate governance matters. We routinely counsel boards of directors and executive officers regarding significant transactions, takeover readiness, disclosure issues, Sarbanes-Oxley matters and internal investigations.

We pride ourselves on our technical experience and our ability to draft clear, straightforward documents. We distinguish ourselves from our competition by being highly responsive to our client's needs and by our attention to the art of negotiation. We strive to be proactive, creative and constructive in pursuing our client's interests. We utilize a principled negotiating style rather than a theatrical or positional bargaining approach.

Once engaged as counsel, we make every effort to look at the transaction through the eyes of a client and share whatever insights our legal and business acumen may yield. Our lawyers will make a concerted effort to take a broad view of the transaction as well as to focus on the smallest detail.

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