Our lawyers work closely with business development teams, in-house counsel, and other management personnel of our clients in connection with planning and implementing major corporate and commercial transactions and business strategies, including growth through acquisition. Our lawyers also serve as trusted strategic and legal advisors to boards of directors and senior management teams. We regularly advise our clients in the following types of matters:
- Drafting and negotiating sale documents in complex asset sales, stock sales, and merger transactions, including tax-free transactions.
- Representing buyers in the acquisition of target companies.
- Negotiating purchase agreements and formation of new acquisition or merger entities.
- Providing representation in connection with management buyouts, leveraged buyouts, and other structured finance transactions.
- Counseling issuers and investors on negotiating registration rights in connection with acquisitions.
- Drafting and negotiating shareholder agreements including provisions for "drag along" rights, "tag along" rights, shareholder voting restrictions, and restrictions on equity transfers.
- Drafting and negotiating ancillary deal documents such as bank commitment letters and related financing documentation, stock warrants, stock option plans, employment agreements, "golden-parachutes," employee retention plans, non-competes and consulting agreements.
- Advising management and operating companies in reorganizations, restructurings, and workouts.
- Counseling clients on regulatory approvals necessary to approve a transaction and preparing the necessary filings including pre-merger filings under Hart-Scott-Rodino.
- Assisting with international business expansion through use of distributors, agents, joint ventures, and foreign direct investment.
- Structuring, drafting, and negotiating franchise, distribution, agency, licensing and other commercial arrangements.
- Negotiating intellectual property rights (e.g., software, biotech, etc.) in licenses, strategic alliances, joint ventures and collaboration agreements.