Mergers & Acquisitions

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.

  • Best Law Firms
  • Chambers and Partners Designation

Select M&A Experience

Our M&A attorneys routinely handle a broad range of M&A transactions for an equally broad range of clients. Select examples of some of our recent engagements appear below.

  • Representation of a Fortune 200 energy company in a $70 million purchase of leading demand-response energy provider
  • Representation of multiple government contractors headquartered throughout Maryland and Virginia in sale transactions ranging from $50 million to $130+ million to global government contracting companies
  • Representation of a publicly held homeland defense company with respect to all M&A matters, including the negotiation and closing of three separate asset acquisitions totaling $45 million.  Each transaction was structured as a reverse triangular merger
  • Representation of a of a Fortune 50 financial institution in multiple acquisitions and dispositions of credit card receivables and businesses; total deal consideration exceeds $30 billion.
  • Sale of a private photonics company to one of the world’s largest electronics manufacturers in a transaction having a value in excess of $100 million.
  • Representation of a public company in the IT industry in numerous acquisitions and dispositions of information technologies companies.  Consideration for the transactions -- in combinations of cash, unregistered securities, and registered securities -- ranged from $5 million to $40 million.
  • Sale of a regional managed care company to the largest behavioral managed care company in Canada
  • Sale of privately held developer of digital photography and optical technologies to one of the world’s largest buy-out firms; deal consideration totaled $127 million.  
  • Representation of affiliated food seasonings and flavorings companies in $30 million acquisition by international food conglomerate
  • Asset sale of a privately held, web-based EHR (Electronic Health Record) company to a large national public company 
  • Asset sale of a privately held emission monitoring software company to a NYSE-listed global scientific instrument company; deal consideration totaled $23 million 
  • Asset acquisition of a VC-backed medical information technology company by a publicly held client for $130 million
  • Merger of a home healthcare business into a publicly traded HMO
  • Asset acquisition of a publicly held savings and loan association by a publicly held bank holding company
  • Tax-free stock-swap by a bank subsidiary to acquire consolidated finance companies
  • Acquisition of multiple privately held software companies to publicly traded buyers
  • Sale of a petroleum distribution company to a UK public company 
  • Acquisition of a publicly traded bank holding company for approximately $300 million
  • Merger/tax-free stock-swap by a bank holding company to acquire a software development company
  • Representation of a public utility subsidiary in the acquisition of partnership interests in 17 partnerships 
  • Asset sale of a leading flooring company product distributor to a PE-backed firm; deal consideration exceeded $55 million
  • Representation of privately held life science company in strategic sale of a principal division to large dominant national competitor in order to fund expansion of core businesses. Sale structured as a series of license grants in order to accommodate IP, tax, regulatory and other business and legal considerations
  • Representation of U.S. consulting and security firms in connection with purchase of multiple companies located in the Middle East
  • Representation of U.S. construction firm in multiple joint ventures in the Middle East
  • Representation of buyers and sellers in over 100 Hart-Scott-Rodino clearances and related antitrust matters


New 2018 HSR Act Thresholds Take Effect

Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million.  Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.


U.S. News Awards Top-Tier Rankings to 46 Whiteford Practices, Including 18 Nationally

Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019.  Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings:  Litigation and Bankruptcy.  At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.

Whiteford, Taylor & Preston and 29 Lawyers Honored by Chambers and Partners

Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in 4 states, the District of Columbia and Afghanistan. 

Whiteford, Taylor & Preston Recognized as National Tier 1 by U.S. News and World Report

The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.

Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.