OVERVIEW

We represent companies and their constituents as they execute M&A strategies, manage legal requirements, and address special situations.

M&A TRANSACTIONS

We serve as lead counsel to companies when they complete strategic and other transactions, including bolt-on and accretive acquisitions.

We also help clients dispose of business lines and assets, including those integrated into ongoing operations.

As needed, we review or prepare letters of interest and banker engagements. We take lead on transaction documents, coordinate outside advisors and due diligence (including disclosure schedules), and confirm transactions are properly approved.

GENERAL COUNSEL

Our outside general counsel work includes spinning off business assets and lines, establishing and dissolving subsidiaries, drafting minutes and resolutions, managing rosters of directors and officers, and memorializing inter-company services and other related-party transactions.

We also help keep corporate structures in good standing, and we advise on and implement corporate restructurings.

SPECIAL SITUATIONS

We advise companies, boards of directors, officers, and executives during moments of pressure.

Our experience includes fiduciary duties analysis, governance disputes, workforce restructurings, liquidity needs, outside investments, restrictive covenants, rights of first offer, privacy breaches, and risk management.