We are familiar with and regularly draft and negotiate documentation for all M&A structures, including:

• Merger Agreements (Statutory and Reverse Triangular)
• Stock and Asset Purchase and Sale Agreements
• Tender Offers and Share Exchanges
• Joint-Venture and Operating Agreements

Our attorneys routinely counsel Boards of Directors and Special Committees (e.g., Audit, Compensation, and Nominating Committees) on their most critical decisions. We provide real-time, effective counsel on:

• Proper implementation of and compliance with fiduciary duties.
• Investor relations, proxy contests, and shareholder actions.
• Ensuring compliance with all listing requirements and applicable laws during non-routine transactions.

We are adept at navigating the jurisdictional and regulatory challenges inherent in cross-border M&A. We advise both foreign-based companies acquiring or disposing of businesses or assets in the U.S., and U.S.-based companies engaging in foreign acquisitions and strategic alliances. We ensure transactional certainty by coordinating multi-jurisdictional due diligence and local law requirements.

We guide sellers through complex divestiture processes, establishing rigorous protocols for data room management and bid documentation.

We are also retained by public and private companies seeking to strategically recapitalize and refine their balance sheets, including advising on:

• Structuring and issuance of preferred stock.
• Execution of forward and reverse stock splits.
• Refining debt-to-equity ratios through debt conversion and balance sheet optimization.

We advise private companies seeking to access U.S. public markets without the traditional underwritten IPO process. We specialize in public transactions utilizing a merger structure where a private operating company merges with a public shell company, often combined with a PIPE offering, providing a timely and efficient route to public company status.