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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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