Mergers & Acquisitions

We advise on all aspects of a transaction, including proposed deal terms and transaction structure, negotiation and drafting of transaction documents, due diligence and obtaining regulatory approvals. 

  • While we concentrate primarily on mid-market transactions, we have worked on deals ranging from tens of thousands to hundreds of millions of dollars. 
  • Our clients include Fortune 50 and Global 500 enterprises, mid-market companies and emerging growth companies.  
  • Based in the Mid-Atlantic Region, we have done deals across the U.S. and have significant experience in cross-border transactions.   

 
Our M&A attorneys routinely draw on the experience of numerous other practices at the firm, including tax, technology and IP, employment/ERISA, antitrust, bankruptcy and restructuring, environmental, real estate, international law and litigation, as well as our many industry-specific practice groups.  Through our interdisciplinary approach, we focus on due diligence activities that matter and, at the same time, help clients protect themselves against risks through indemnifications, escrows and holdbacks, earn-outs (and other contingent purchase price mechanisms), covenants not to compete and confidentiality agreements. 

On the sell-side, we work closely with clients in conducting critical self-diligence before going to market, so that IP, tax, HR, capitalization and other problems that can compromise enterprise value or kill a deal are identified and addressed in advance.  On the buy-side, we design and conduct strategic diligence before clients overcommit to a transaction.

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 deal experience includes a wide array of business sectors, including government contracting and defense; software, internet, e-commerce, technology; banking and finance; apparel and textiles; energy; food and consumer products; healthcare; insurance and reinsurance; logistics and transportation; manufacturing; pharmaceuticals; real estate redevelopment; restaurant and hospitality; and supermarkets, retailing and supply chain.

  • 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.

Whiteford Recognized by IFLR1000

Whiteford, Taylor & Preston is pleased to announce that IFLR1000 has ranked the firm highly in its second edition of IFLR1000 United States.

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.