Mergers and Acquisitions
Kotz Sangster represents institutional and entrepreneurial clients in strategic and financial acquisitions, divestitures, and investments. Transactions include:
- Private corporate mergers
- Stock and asset purchases and sales
- Divisional purchases and sales
- Acquisitions of minority interests
- Leveraged buyouts and private equity investments
- Joint ventures and strategic alliances
- Secured party sales and acquisitions
- Restructurings and acquisitions in bankruptcy proceedings
- Acquisitions and divestitures involving ESOPs
- Cross-border transactions
- Liquidations
For leveraged transactions or those involving refinancing of debt, our finance attorneys offer experience in a wide range of vehicles, including unsecured and secured lending, senior and mezzanine lending, derivatives, and securitizations.
Working with attorneys in our bankruptcy and restructuring group we represent companies seeking to acquire companies or assets out of bankruptcy, including Section 363 sales, as well as companies in bankruptcy seeking a strategic partner or potential acquisitions.
Our mergers and acquisitions attorneys routinely involve regionally recognized investment bankers and other advisors, and we serve as lead counsel on many cross-border transactions involving businesses in Canada, the United Kingdom, Germany, Poland and Brazil.
We have handled mergers and acquisitions for companies within many different industries, including industrial manufacturing (in the areas of metal tanks, plastic containers, plastic, casting, forging, aluminium and fabrication), domestic and international automotive suppliers , large physician groups, health care providers, defense/aerospace companies, and packaging.
We recognize every transaction, regardless of size, is important to our clients. While we advise regular participants in the mergers and acquisition market, we also represent numerous smaller clients that are not regularly engaged in mergers and acquisition transactions. We strive to bring the same practical approach and commitment to excellence to each matter in which we are engaged.
Our merger and acquisitions team takes an interdisciplinary approach to serving clients to assure that solutions are comprehensive and tailored to specific needs. We deliver value and provide all of the services needed to complete these transactions. They include:
- Negotiating investment banker engagement letters.
- Conducting due diligence investigations of potential targets or acquirers.
- Legal due diligence, including patent and trademark reviews, environmental audits and analysis, analysis of pending litigation, analysis of regulatory compliance, benefit programs, labor relations, and other employee-related issues.
- Tax planning, structuring, and reporting.
- Securities law compliance, registration, and reporting.
- Fiduciary issues facing boards and senior management, including director indemnification issues and severance and change-in-control compensation arrangements.
- Corporate governance and transition.
- Technology and intellectual property.
- Human resource, labor, and ERISA.
- Management compensation and retention programs.
- Environmental risk allocations.
- Litigation and dispute resolution.
- Assisting in the planning and implementation of transactions conducted as "auctions".
- Preparing pre-merger notification reports under Hart-Scott-Rodino Antitrust Improvements Act.
- Obtaining government approvals.
- Negotiating transaction financing and drafting related documents.
