M.01 / Structuring
The right structure, with tax in mind.
We structure transactions of every common type, from asset and stock purchases through leveraged buyouts and reverse subsidiary mergers. Each one is structured to minimize tax.
Fig. 01.03Corporate / M&A
The full M&A process, taken apart.
We represent buyers, sellers, boards, private and public companies, and PE and VC firms, from the first term sheet through closing and integration.
01Due diligenceFig. 01.03A
Diligence covers every part of the target.
We look at the whole company before you sign. What we find feeds the structure, the price discussion and the purchase agreement.
Hover a part or a line in the parts list.
Parts list / Due diligence
- 01Intellectual property
- 02Real property and leases
- 03Privacy and data security
- 04Material contracts
- 05Litigation
- 06Environmental
- 07Insurance
- 08Debt financing and securities
- 09Corporate governance
- 10Tax
- 11Employment
- 12FCPA
- 13Ownership structure
Fig. 01.03A Target company, exploded view13 parts
02The processM.01 to M.04
Before, during and after the deal.
M.02 / Strategic consulting
The early documents set the deal.
We draft and negotiate LOIs, term sheets and NDAs, and we help design creative deal structures that stay compliant. Getting these right early makes the definitive documents faster to agree.
M.03 / Closing and integration
We stay on after the deal closes.
We stay on through integration, so the people who negotiated the deal are the ones helping put the two businesses together.
M.04 / Corporate governance
Advice to boards, committees and management.
We advise boards, committees and management on:
- Disclosure
- Shareholder rights
- Compensation
- Change-in-control
- Investigations
04TeamFig. 05
The lawyers in this group.
Our people come from legal, accounting and industry backgrounds.
05Contact