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Representing buyer and sellers in negotiating engagement agreements with financial advisors, investment bankers, consultants, and other professionals to represent them in the process
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Structuring acquisition transactions designed to meet the economic deal terms in an efficient process
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Providing advice and guidance with respect to the process for soliciting indications of interest, the bidding processes, and any desired market checks
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Establishing procedures and agreements to keep the process confidential until disclosures are required by law
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Assisting in the establishment of the due diligence process and review
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Advising directors of their fiduciary duties in connection with the consideration and response to solicited and unsolicited offers to acquire, or to make an offer to acquire, a company or its assets
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Advising clients with respect to protective measures that may be taken to protect the transaction or, if desired, to be resisted
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Preparing and negotiating the documents necessary to implement the transaction
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Primarily in private company sales, providing guidance with respect to provisions in acquisition agreements relating to earn-outs, indemnification provisions, escrow amounts, and related provisions, as well as the potential purchase of representation & warranty insurance
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Advising clients of the board of directors and shareholder approvals required to consummate the transactions, as well as any rights that shareholders may have to dissent to the transaction and to assert appraisal rights
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Advising clients of the board of directors and shareholder approvals required to consummate the transactions, as well as any rights that shareholders may have to dissent to the transaction and to assert appraisal rights
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Negotiating the terms and conditions of any financing documents required to raise the necessary funds to pay for the acquisition
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Advising clients of the corporate and securities law implications of the transaction, including:
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Assisting public company sellers in delisting and deregistering their shares following consummation of the transaction
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Engagement letters between companies and financial advisors, investment bankers, consultants, and other professionals
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Confidentiality and non-disclosure agreements
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Letters of intent and, if desired, bear hug letters
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Merger agreements and related deal protection agreements
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Tender offer documents, including the purchase offer and Schedule TO
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Asset acquisition agreements and related transfer and sale documents
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Purchase and assumption agreements
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Board of directors resolutions and consents to approve the transaction and take all necessary actions
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Solicitation materials for any required shareholder approvals
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Closing documents and schedules
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State law corporate filings
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Documents and agreements for other extraordinary transaction by both public and privately held firms, including
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Going Private Transactions documents and SEC filings on Schedule 13e-3 and/or, if applicable, Schedule 13e-4
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Any required SEC and Stock Exchange Filings
With respect to the corporate governance implications of such transaction, including any anti-takeover considerations, my services for such transactions are described in greater detail at Corporate Governance and General Corporate Law Matters.