Whether your transaction is a complex multi-million dollar public company merger or the transfer of the assets of a family-owned business from one generation to the next, our attorneys have the experience to analyze, structure, negotiate, document and close the deal.
Our mergers and acquisitions lawyers pride themselves on being "deal makers," not "deal breakers," and bring a pragmatic approach to the acquisition process, without losing sight of the fact that our first responsibility is to protect and advance the interests of our clients. Our record of hundreds of efficiently and successfully completed transactions involving public and private clients, in a wide range of industries and price ranges, is evidence of the breadth of experience and our commitment to our clients.
WTP's M&A practice concentrates on mid-market transactions, although we have worked on small deals as well as those in the hundreds of millions of dollars. While based in the mid-Atlantic Region, we have done deals across the U.S. and have significant experience in cross-border deals. We have represented sellers/targets, purchasers, VC/PE and other equity investors, and brokers, advisors and other intermediaries in all types of M&A transactions, including equity and asset acquisitions, product line/divisional divestitures, tender offers, leveraged buy-outs, proxy/control contests, joint ventures and strategic alliances. Our clients range from large Fortune 50 and Global 500 corporations to mid-market and emerging growth companies. Our industry-specific deal experience includes a wide variety of business sectors, including Government Contracting and Defense; Software, Internet, E-Commerce, Technology; Manufacturers; Banking and Finance; Apparel & Textiles; Energy; Food and Consumer Products; Healthcare; Insurance & Reinsurance; Logistics & Transportation; Manufacturing; Pharmaceuticals; Real Estate Redevelopment; Restaurant & Hospitality; and Supermarkets, Retailing & Supply Chain.
Because M&A transactions are often complex and require input from a number of practice areas, our M&A attorneys work closely as a team in complementary disciplines such as tax, intellectual property, employment/ERISA, environmental, antitrust and international law to provide advice on the myriad legal, regulatory and business issues that typically arise in acquisition transactions. This includes working with colleagues in the following areas:
- our tax group to develop a tax-preferred and -efficient deal structure
- our technology and IP colleagues to assist in identifying, assessing and protecting the value and managing the risks represented by the target's ownership and use of intellectual property
- our employee benefits colleagues on the executive and equity-based compensation and employee benefit plan issues that invariably arise in M&A transactions, including ERISA, 409A and 280G, as well as on a wide range of post-transaction integration-related issues
- our colleagues who practice in industry-specific groups to assist in practical risk evaluation and protecting the client's interests within that industry
- our antitrust colleagues to identify and address antitrust issues early and efficiently, including HSR Act filing procedures and clearance
- our restructuring, bankruptcy and litigation colleagues to assist in critically assessing opportunity and risk in buying and selling distressed or challenged businesses, divisions and assets
- our environmental and real estate colleagues to assist in assessing opportunity and risk in owning or occupying real estate as well as handling closing and financing matters
- our international attorneys on the U.S. laws relating to the formation and operation of a joint venture business by a U.S. company outside the U.S., including export controls, OFAC sanctions and FCPA/OECD antibribery laws.
Our M&A attorneys bring a highly pragmatic, business-oriented approach to the acquisition process. Our interdisciplinary approach allows us to focus due diligence activities on issues that really matter, identify and manage risks, and design appropriate protections against both known and unknown risks through proper transaction structuring and documentation, including indemnifications, escrows and holdbacks, earn-outs (and other contingent purchase price mechanisms), covenants not to compete and confidentiality agreements. We provide timely and coordinated advice with respect to all aspects of a transaction from advising on proposed deal terms and transaction structure to managing due diligence, and from the negotiation and drafting of transaction documents to obtaining any needed regulatory approvals from regulatory agencies or lenders.
Our commitment to bring a practical, results-oriented approach to each engagement includes early assessment of M&A risks and opportunities. On the sell-side, this often means working closely with the client in conducting critical self-diligence before going to market, so that IP, tax, HR, capitalization and other problems that can kill a deal or compromise enterprise value can be identified and addressed in advance. On the buy-side, this often means designing, orchestrating and conducting highly strategic diligence before the client commits too much blood and treasure to a transaction.