The Mergers and Acquisitions (M&A) practice provides end-to-end legal counsel on complex business combinations, divestitures, joint ventures, and strategic investments. Serving corporate acquirers, private equity firms, boards of directors, and target companies, attorneys in this practice guide clients through all phases of the transaction lifecycle—from structuring and due diligence to negotiation, regulatory approvals, and post-closing integration.
With a focus on risk mitigation, value creation, and alignment with long-term business strategy, this practice is known for efficiently executing both domestic and cross-border deals across diverse industries.
Core services include:
- Buy-Side and Sell-Side Representation
- Advising public and private companies, private equity sponsors, and founders in stock purchases, asset acquisitions, mergers, spin-offs, carve-outs, and recapitalizations.
- Transaction Structuring and Strategy
- Developing deal structures that maximize tax efficiency, limit liability, and achieve regulatory compliance, including forward and reverse mergers, triangular mergers, and earnout arrangements.
- Due Diligence
- Conducting comprehensive legal due diligence on corporate, regulatory, financial, real estate, IP, labor, and litigation matters. Identifying risks, liabilities, and deal-breaker issues.
- Negotiation and Documentation
- Drafting and negotiating term sheets, letters of intent (LOIs), definitive merger or purchase agreements, disclosure schedules, shareholder agreements, and ancillary documents (e.g., escrow agreements, transition services agreements).
- Regulatory and Antitrust Approvals
- Advising on and securing clearances from regulatory authorities including the FTC, DOJ, SEC, CFIUS, and international competition agencies. Managing Hart-Scott-Rodino (HSR) filings and compliance.
- Private Equity and Venture Capital Transactions
- Representing funds and portfolio companies in leveraged buyouts, growth equity investments, co-investments, and exit transactions.
- Corporate Governance and Fiduciary Duties
- Counseling boards, special committees, and management on fiduciary obligations, conflict-of-interest mitigation, shareholder communications, and fairness opinions.
- Post-Closing Integration and Dispute Resolution
- Assisting with integration planning, contract assignments, workforce transitions, and resolution of indemnity or earnout-related disputes.
