|
|
Mergers & Acquisitions
We have represented a wide variety of clients in numerous mergers and acquisitions, from the purchase of assets from a mom and pop store to the $60 million acquisition of our client's business by a New York Stock Exchange company. Recognizing the importance of each transaction to the client, we approach each deal with great care and sound business judgment.
ELM lawyers who practice mergers & acquisitions law:
Representative matters:
- Our client, a rapidly growing chain of specialty clothing stores in prime shopping malls in several western states, was acquired by a New York Stock Exchange company in a stock and cash transaction valued at almost $60 million. We assisted the client throughout the process, starting with selection of an investment banking firm to assist in valuation issues and negotiations. We were intensively involved in negotiating the terms of the transaction, drafting the letter of intent, non-disclosure agreement, definitive agreement, and extensive related documentation. We were actively engaged in resolving a number of complex legal and tax issues. There were also significant real estate issues arising out of the many shopping mall leases, and the inclusion in the sale of a warehouse/office owned and used by the business. We also advised the shareholders of the client company on consultant and employment agreements offered by the acquiring company, which included non-competition considerations.
- A client facing a transition in his career came to us with a dream to own his own company. After listening to the client's description of the types of business that were of interest to him, we introduced him to an investment banker who might be able to find the right seller. After a potential acquisition target was identified, we assisted the client in a thorough due diligence investigation of the company to identify any potential problems. We steered the client through complex negotiations on a number of issues, and helped prepare the definitive agreements. The transaction closed, and the client is now the happy owner of a prospering business.
Technology venture, Part I A scientist working on new cutting-edge technology at a large company was disappointed when his company made a strategic decision to drop further work in the field. He left the company, bought the rights to the technology, and we helped him put together a new company and the legal documentation required to raise money from investors to fund the research and development for commercial applications using the new technology. Two years later, we steered the company through negotiations and documentation that resulted in the sale of the company and its technology to a major multinational company, a deal that resulted in significant returns to the investors. Technology venture, Part II Our scientist client went to work for the multinational company as president of the division that had acquired his company. After his employment contract and noncompetition covenants expired, he negotiated the purchase of certain rights to the technology from the multinational and started up another company. Once again, we set up his new company, and did the securities work for him to raise the needed capital from investors. Within 10 months of getting off the ground with the new company, a major European multinational company offered to buy the company and its technology. We steered the company through this round of successful negotiations and agreements as well. The investors, many of whom had invested in the first company, once again made a significant return.
|
