Our lawyers have extensive experience in representing buyers and sellers of businesses in virtually every industry. We have significant hands-on experience in drafting and negotiating acquisitions and divestitures. We understand the issues that arise and suggest creative solutions that bridge differences between the parties. We seek solutions to those differences, rather than having both parties become entrenched in their positions. We have experienced practitioners in all the legal areas necessary to handle an acquisition: labor, litigation, tax (including retirement plan issues), securities, antitrust, intellectual property and real estate (including environmental issues).
We pride ourselves in working toward closing deals, and in working with clients to help them meet their goals in the process.
Merger and Acquisition Practice
Every M&A deal is different, but there are common themes that run throughout. Our M&A practice covers the full range of services necessary to accomplish the transaction. These include:
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Structuring the transaction;
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Positioning the client at the letter of intent stage;
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Drafting and negotiating the acquisition agreement, any escrow agreement, employment agreements and other ancillary agreements;
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Due diligence;
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Federal and state tax issues;
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Real estate issues;
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Environmental issues;
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Labor and employment issues, including union and WARN act issues;
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Intellectual property issues;
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Employee benefits issues, including forming new benefit plans and COBRA issues;
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Antitrust issues, including Hart Scott Rodino filings;
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Securities issues where the consideration involved is securities or the target is a public company; and
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Bankruptcy and creditors’ rights issues where the seller’s financial condition is suspect.
Who Are Schnader’s Clients?
We represent both buyers and sellers, public and private companies and domestic and foreign entities, ranging from small privately held organizations to Fortune 500 companies. They include companies engaged in:
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Manufacturing
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Retail
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Insurance
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Computers
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Health care
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Telecommunications
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Transportation
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Services
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Publishing
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Distribution
Our practice includes both strategic and financially driven transactions; transactions that constitute management buy-outs; transactions that implicate parachute issues; transactions with earn-out features that require careful segregation and measurement of post-closing performance; transactions complicated by rights of first refusal and break-up fee issues; and transactions that require special techniques to avoid securities registration when dealing with widely held (but not SEC-compliant) targets.
Our teams can assist in diligence on the buy side or the sell side, to reduce time to closing and to better utilize client resources.
Recent Acquisitions
Interesting recent transactions have included:
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Representation of a foreign entity in the purchase of the assets in the United States of a foreign owned chemical company, numerous environmental issues relating to the plants acquired, title issues at certain of the acquired plants (including Native American claims), and new pension plans for the employees.
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Representation of a distressed distributor in the cash sale of certain of its locations to a public company. There were numerous labor and WARN act issues; some of the locations were unionized and others were not; some of the locations not sold were shut down after the sale; and there were creditors’ rights and bankruptcy issues because of the financial condition of the seller.
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Representation of the purchaser of a nationally known business services provider from a venture fund on behalf of a publicly held European strategic acquirer.
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Representation of a nonprofit organization in the substitution of the membership interest in another nonprofit organization, including helping to structure the transaction and work through various environmental, labor and structural issues.