Mergers and Acquisitions

Our lawyers have extensive experience advising clients in a broad range of domestic and cross-border public and private M&A transactions, including:

  • acquisitions and divestitures
  • taxable and non-taxable mergers
  • going-private transactions
  • leveraged buyouts
  • spin-offs of subsidiaries or divisions of companies
  • auctions or divestitures of divisions and entire companies
  • recapitalizations

We work closely with lawyers in specialty areas and with the clients’ financial advisors, accountants and other advisors to address their tax, accounting and financial objectives. 

       Representative transactions and corporate advice:

  • Representing the largest stockholder of a US company listed on the AIM market of the London Stock Exchange in his successful bid for corporate control 
  • Representing a US company in the cancellation from trading of its securities on the AIM market of the London Stock Exchange 
  • Representing Wireless Extenders, Inc. in its acquisition of the assets of Cogent 
  • Representing PhysioStream, Inc. in its acquisition of Oefinger Enterprises 
  • Representing Therapy Management Services, Inc. in its sale to EnduraCare Therapy Management, Inc., with equity financing by MedEquity Partners and Halpern Denney
  • Representing Therapy Management Services, Inc. in the partial spinoff by EnduraCare Therapy Management, Inc. of its acute care division 
  • Representing ATC Logistics and its affiliates in their sale to AMLI Holdings, an acquisition vehicle of Lincolnshire, in an LBO transaction
  • Representing Brighton Partners in its acquisition of Century Fire Protection, Inc.
  • Representing WebTone Technologies, Inc. in its $100 million divestiture to Fidelity
  • Representing Gynetics, Inc. in the sale of its assets to Barr Laboratories, Inc.
  • Representing First Horizon Pharmaceutical Corporation in its acquisition and licensing of assets from Andrx Labs, Inc.
  • Representing Stiefel Laboratories, Inc. and its affiliates in numerous acquisitions of rights in pharmaceuticals
  • Representing BellSouth International, Inc. (as co-counsel) in $5.85 billon sale of ten Latin American wireless operating companies
  • Representing EarthLink, Inc. in its MVNO joint venture with SK Telecom
  • Representing BellSouth Corporation in joint venture in Denmark to construct, own and operate a 3G wireless network, including MVNO arrangements
  • Representing BellSouth Corporation in a $70 billion wireless joint venture with SBC Communications to form Cingular Wireless, LLC
  • Representing BellSouth Corporation in the transfer to KPN Mobile of a controlling interest in e-Plus, in a transaction valued at $15 billion, including the provision to KPN of up to $5 billion of financing for other acquisitions
  • Representing BCP S.A. in its $1.8 billion note offering and in vendor financings and a commercial paper program
  • Representing BellSouth Personal Communications in the transfer of interests in over 2,000 cellular towers to Crown Communications for aggregate consideration of approximately $1 billion
  • Representing BellSouth Corporation in a $2 billion cash-out merger of BellSouth Carolinas PCS, L.P.
  • Representing BellSouth International in its wireless Internet project for ten Latin American wireless companies, including contracts for WAP browser, e-Center hosting, Push-to-Talk, MMS, Brew and EVDO
  • Advising BellSouth Corporation in its CEO succession planning
  • Representing BellSouth Corporation in an analysis and revision of its poison pill
  • Representing BellSouth Corporation in its divestiture of its $100 million computer hardware leasing business