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.
In the News
- Blockchain startup The Opinion Economy maps token, ICO, equity offerings
- "Walk in with your eyes open:" Navigating blockchain and CRE
- First Capital Bancorp Inc. and the First National Holding Company of Jackson agree to acquisition Transaction
- Long John Silver's, Papa John's, KFC tech execs give tips on embracing the future
- Gilda’s Club Middle Tennessee to open Williamson County center
- Behind Jonathan Blue’s $26 million Liquor Barn deal
- News briefs: FBT’s McDevitt named ‘Pathfinder’
- Emergence of Fractional/Outsourced Trusted Business Advisory Services
- FinCEN Policy Positions Offer Murky Guidance for ICOs
- Cincinnati Museum Center names federal judge to lead board
- Here's who's on the 2018 Leadership Louisville board of directors
- People to know in law: Drew Eckman
- Demand for lawyers with energy expertise on the uptick in Pittsburgh
- Longtime Louisville manufacturer sells majority stake
- Greater Louisville Inc. board names new chair-elect and members
- YPAL isn't just for 'the suits' anymore
- The B Corp comes to Kentucky: here's what you need to know
- Tri-State leaders set their sights on super-sizing foreign investment
- Announcing the 2017 Best of the Bar lifetime achievement honoree
- Young Professionals Association of Louisville names new board members
- Blackstone Energy Partners to acquire EagleClaw Midstream Ventures
- Digital Asset enters healthcare as blockchain questions grow
- Foreign Direct Investment Symposium coming to Cincinnati — key leaders to speak
- New HIPAA Guidance from DHHS
- Yahoo breach data reveals the need for ethical breach reporting
- MainSource Financial Group to Significantly Expand its Louisville Presence with the Acquisition of FCB Bancorp, Inc.
- Energy ebbs; Pittsburgh law firms readjust
- 40 under 40: Josh Rosenblatt, Frost Brown Todd
- Cincinnati companies could learn to like President Trump, unless he starts a trade war
- Law firm takes space in Union Trust Building
- How to Start Your Business: Learn from YPAL panel of speakers
- NKU presents 9th annual Cybersecurity Symposium on Oct. 21, features national and local experts
- OSBA announces appointments of committee and section chairpersons
- OSBA announces appointments of committee and section chairpersons
- Louisville equity firm acquires local furniture company
- Gowling WLG advises listed US group Convergys in its acquisition of customer management company buw
- Cincinnati companies bracing for Brexit impact
- NBJ announces the 2016 Best of the Bar winners
- YPAL names new board of directors, officers
- Estoppel by deed applies to gas lease, court rules
- How big law firm merger could shake up Pittsburgh
- Service companies forced to regroup as energy slump lingers
- Gem founder ranks NVille healthcare sector as a key blockchain market
- Profile: How Tom Murray gave new life to Barbasol
- Frost Brown Todd law firm appoints two new Louisville partners
- Exclusive: New law firm takes space downtown
- Whistleblowing in the US: a case of schizophrenia?
- Is Nashville Emerging As The Auto Industry’s Southern Hub?
- The two sides of the whistleblowing coin
- Longtime Louisville Legal Aid chief retiring
- Louisville CPA looks to raise $10 million to build a hotel in the Highlands
- Cincinnati is becoming a magnet for Finnish companies
- Inside money laundering: risks, concerns and industry fault lines
- FinTech: Iroquois Capital's payments startup doesn't rule-out capraise
- Law firm opens new Dallas office in Uptown
- Frost Brown Todd Adds Schmidt to Finance, Real Estate Practice
- YPAL names new officers, board of directors
- Cincinnati hospital CEOs will lead revamped health organization
- Cranley reconvenes Lunken oversight board
- Report: Health care distress jumps to highest level since 2009
- 'All sorts of Implications'
- TECO Energy Announces Agreement to Sell Its TECO Coal Subsidiary
- The CFO in a Turnaround: Strategies for Trouble on the Horizon
- Citizens National Corporation And Peoples Security Bancorp, Inc. Agree To Merger
- Manchester Names Players to Hall of Fame
- Nexteer on Crest of Expected Wave of Chinese Auto Investment
- German clothing store to open at Moerlein brewery
- Fitch: CCRC Bankruptcies No Cause for Alarm
- Obamacare-Inspired Healthcare Mergers Raise Antitrust Concerns
- Foreign trips sell Cincinnati to overseas businesses
- Vantiv Inc. announces $1.65 billion acquisition of Colorado payment processing firm
- M&A poised to surge, now Congress needs to cooperate
- Frost Brown Todd’s Dallas Office Welcomes Three New Partners and Two Associates
- 163 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2019
- Attorneys from Frost Brown Todd’s Pittsburgh Office Recognized in Pennsylvania Super Lawyers® and Pennsylvania Rising Stars®
- Frost Brown Todd Attorneys Recognized in 2018 Chambers USA®
- Steven McDevitt Selected as Frost Brown Todd’s First LCLD “Pathfinder”
- 43 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 14 Recognized by Kentucky Rising Stars® for 2018
- 161 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2018
- Frost Brown Todd Attorneys Recognized in 2017 Chambers USA®
- Frost Brown Todd Creates Smart Contract App for Software Escrow Agreements
- Frost Brown Todd Pittsburgh Attorneys Recognized in 2017 Editions of Pennsylvania Super Lawyers® and Pennsylvania Rising Stars®
- Longtime Indianapolis Attorney Mike Eckerle Joins Frost Brown Todd
- Victoria Lewinski Cain Joins Frost Brown Todd
- 31 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers and 14 Recognized by Kentucky Rising Stars for 2017
- Frost Brown Todd Named to U.S. News & World Report’s Best Law Firms List
- 168 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2017
- Frost Brown Todd Attorneys Recognized in 2016 Chambers USA®
- R. James Straus Receives 2016 Brown-Forman Spirit of Justice Award
- Frost Brown Todd Appoints Four Members
- 33 Frost Brown Todd Attorneys Recognized by Ohio Super Lawyers® and 11 Recognized by Ohio Rising Stars® for 2016
- 51 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 18 Recognized by Kentucky Rising Stars® for 2016
- Frost Brown Todd Gains Ground in Dallas
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2016
- Nathan Harris Joins Frost Brown Todd Nashville
- 65 Frost Brown Todd Attorneys Recognized in 2015 Chambers USA®
- Frost Brown Todd Attorney Drew Eckman named to YPAL Executive Committee
- Glimcher Realty Veteran George Schmidt Joins Frost Brown Todd’s Finance and Real Estate Practice
- Jason C. Williams joins program advancing the next generation of leaders in law
- Frost Brown Todd member Kelly L. Frey co-authors new authoritative book on corporate malfeasance
- Frost Brown Todd appoints six new members firmwide
- Frost Brown Todd names Holly Brown Powell new member in Lexington
- 50 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 20 Recognized by Kentucky Rising Stars® for 2015
- 8 Frost Brown Todd Attorneys Named to Mid-South Super Lawyers®; Two Attorneys Named to Rising Stars®
- Three New Associates Join Frost Brown Todd Louisville
- New Indices Tracking Distress in U.S. Economy Published Today
- Nationwide Release of 'The Identical'
- Kelly Frey Joins Frost Brown Todd’s Expanding Nashville Team
- Experienced Cincinnati Attorney Joins Frost Brown Todd
- Josh Rosenblatt Latest Addition to Frost Brown Todd, Nashville
- 63 Frost Brown Todd Attorneys Recognized in 2014 Chambers USA®
- Nashville Attorney Sarah Clark Hannah Named Member
- 67 Frost Brown Todd Attorneys Recognized in 2013 Chambers USA®
- Kyle J. Hupfer Joins Frost Brown Todd’s Business Combinations Group
- 31 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® for 2011
- 57 Frost Brown Todd Attorneys Recognized in 2011 Chambers USA®
- Frost Brown Todd Receives 2011 Pillar Award for Community Service
- Eight New Members Named to Frost Brown Todd
- 15 Frost Brown Todd Attorneys Recognized as 2011 “Lawyers of the Year”
- Former Deputy Executive Director and General Counsel of the Kentucky Public Service Commission Joins Frost Brown Todd
- Frost Brown Todd Welcomes Pei Zhang
- 54 Frost Brown Todd Attorneys Recognized in 2010 Chambers USA
- Corporate Law Attorney Joseph B. Miller Joins Frost Brown Todd’s Louisville Office
- Matthew D. Stanton Joins Frost Brown Todd’s Cincinnati Office
- Rollover Equity Transactions 2019
- Equity Rollovers in M&A Transactions
- The 21% Corporate Tax Rate Breathes New Life Into IRC § 1202
- Germany now requires disclosure of beneficial ownership of German companies
- Rollover Equity Transactions
- A Brief Guide to the SEC’s Final Crowdfunding Rules:
- The Trans-Pacific Partnership: An Overview for Japanese and U.S. Companies involved in Cross-Border Trade
- Will your business be financially responsible for cyber attack losses?
- SEC Offers Guidance to Business Brokers
- The United States Supreme Court Enters Ruling in Favor of State Tax Officials Regarding Transfer Taxes in Bankruptcy Case of Piccadilly Cafeterias, Inc.
- ALP: How do I prepare to sell my business?