Mergers & Acquisitions
Business and financial transactions are the core of Howard & Howard's business centric Mergers & Acquisitions practice group.
Our top-ranked and internationally renowned M&A attorneys collectively offer vast industry and market experience. The group employs a "flexible team" approach to deals which include scalable resources to address the ebb and flow of the sale process from single suitor sales up to and including "auction" type deals headed by investment bankers with multiple bidders and parallel negotiations. Our deal lawyers are experienced in every aspect of acquisitions, business combinations and divestitures, including asset and stock transactions, mergers, roll-ups and consolidations, spinoffs, tender offers, proxy solicitations, public offerings and private placements of securities, joint ventures, strategic alliances, auction and other bid processes, technology transfers, research and development relationships, going private and going dark transactions, recapitalizations and bankruptcy, and cross-border transactions. We have successfully concluded sophisticated and complex commercial and financial transactions for businesses across various industries, including:
Each transaction presents unique risks, such as environmental liabilities, tax consequences, contractual obligations, and assignment or termination of labor and employment contracts and related benefit plans, that must be allocated between the parties. Many transactions involve sophisticated purchase price clauses, post-closing or net working capital adjustments, earn outs and similar price adjustment terms. In addition to the definitive agreements, our attorneys negotiate the myriad of related agreements needed to close a deal, including earn out agreements, escrow agreements, manufacturing and supply agreements, real estate sale and lease agreements, transition services agreements, and employment and non-competition agreements.
Our M&A attorneys have represented buyers and sellers, investors and lenders, in a full range of transactions, from complex strategic and financial transactions for multi-national corporations to sales of family-owned businesses, big and small.
> Howard & Howard's Representative Mergers & Acquisitions Deals
Flexible Deal Team Approach
Every Howard & Howard client can be assured that its legal team will be appropriately staffed for its transaction. The Firm is committed to assigning the best person to each task. This philosophy is amply demonstrated by our team approach. Each transaction's lead attorney is supported by lawyers with the special experience needed to address the deal's legal challenges. Howard & Howard also offers a Flexible Deal Team Approach for large transactions and auction style sales processes with multiple competing buyers to provide capacity while maintaining efficiency: the Core Deal Team consists of two or more lead attorneys supported by Flex Teams of attorneys and paralegals to provide the agility and capacity to respond to multiple potential purchasers and conduct parallel negotiations, while maintaining fee-efficient services to the client.
> View a "sample" deal team
Auxiliary M&A Specialty Support Practice Areas
Tax issues in the M&A context go far beyond the configuration of the deal structure and the purchase price: assumption of liabilities, loss carryovers, earn-outs, depreciation and amortization requirements, double taxation, capital gains treatment, debt capacities and equity infusion, reorganizations, and asset versus stock alternatives are all weighed by our team. With our help, our clients can establish their positions at the onset, so that a lack of consideration in structuring the letter of intent does not impair their ability to negotiate favorable definitive documents. We also recognize the tax significance of financing, entity choice, incentives, staffing, integration, and reporting, and help clients identify, comprehend, and implement the most advantageous positions and realize the greatest opportunities.
Depending on the particular deal, and more and more likely in today's high-tech environment, intellectual property rights can comprise a significant portion of a target company's value and the purchase price. Not only is complete and accurate scheduling of all registered and unregistered intellectual property assets exceedingly important, but research into current ownership, chain of title, liens or security interests, assignability, and potential claims has become an absolute necessity. Howard & Howard's IP practice is recognized for its depth of experience and is well suited to serve any M&A deal. Our team understands the wide-ranging issues associated with domestic and foreign patents, trademarks, copyrights, licenses, trade secrets, databases, and domain names, and is well-equipped to efficiently and effectively investigate and transfer intellectual property rights in the context of an M&A transaction.
Due to the inherent uncertainty and considerable potential expense surrounding land, air and water contamination, product liabilities, manufacturing procedures, and statutory and regulatory requirements, environmental issues must be assessed and addressed at an early stage in a transaction. Environmental concerns typically color a deal in three distinct areas: (i) currently existing risks and liabilities such as safety and contamination; (ii) the target company's past governance and compliance practices and policies—i.e. how effective the company has generally been at managing risks and liabilities; and (iii) emerging risks and liabilities that could affect the business (and industry) in the future. Our knowledge and application of regulatory and legislative environmental frameworks, proper environmental due diligence, and use of unique and comprehensive environmental disclosure and warranty tools all serve to help our clients properly evaluate and conclude transactions.
Internal target company and external local, state, federal and foreign employment regulations, employment, executive compensation programs, confidentiality and non-compete agreements, trade unions, and employee benefit programs must all be investigated and assessed, and appropriate agreements, plans and programs established to govern the target after the closing. Without a complete picture of the target company's obligations and the regulatory and legislative requirements framing the deal, it is impossible to properly evaluate short and long-term risks and liabilities. Not only do we take into account all of the foregoing issues, we also appreciate intangibles such as employment gaps, employment overlaps, corporate culture, and organizational hierarchy and design, thereby better preparing and positioning our clients to excel post-closing.
Even when a deal does not explicitly involve the transfer of title to real property, real estate issues may impact the transaction. Location strategy, footprint, leasing decisions, facilities issues, and physical asset management should all be considered when evaluating a transaction, not only with respect to lurking liabilities, but also with regard to potential synergies. Through a proactive approach, we not only help to minimize exposure associated with real estate, we also provide clients with previously-ignored value possibilities that may have otherwise gone unrealized.
Even targets in all cash acquisitions likely will require capital, a line of credit or other form of debt or equity financing. Our attorneys have extensive experience assisting clients with public and private debt and equity securities offerings and secured and unsecured loan facilities, the proceeds of which will help clients establish appropriate financial resources for post-closing operations.
Howard & Howard's M&A Accolades
- Ranked #1 in bank merger and acquisition transactions in the Midwest by SNL Financial
- Attorneys named M&A Super Lawyers for more than 5 years
- Attorneys named M&A dbusiness Top Lawyers