Mergers & Acquistions

Eric A. Zacks

Corporate, Mergers & Acquisitions and Emerging Growth

Practice Areas

Offering a Comprehensive Array of Services for all Phases of a Transaction

Our seasoned team of corporate attorneys focuses on representing acquirers, sellers, targets, issuers, individuals, privately held businesses, and borrowers in the purchase and sale of stock and assets, including in distressed situations. We have assisted on middle-market transactions across varied industries and sectors, and our attorneys are adept at handling complex, sophisticated transactions as well as smaller, more routine matters.

The combined business and legal background of our corporate attorneys allows them to provide valuable advice on negotiation and transaction strategy, as well as sensible guidance on structure, value drivers, indemnity risks, and legal compliance, in an efficient, cost-effective manner. We are adept at assisting with the selection of a deal team and counselling our clients from due diligence through closing, as well as negotiating the terms of letters of intent, non-disclosure agreements, stock purchase agreements, asset purchase agreements, employment agreements, transition services agreements, and related documents. We work with a wide network of transaction advisers, including accountants, auditors, diligence consultants, investment bankers, and tax professionals to move your transaction forward efficiently and effectively.

Our years of M&A experience and “dealmaker” approach allow us to serve our clients’ interests by understanding, articulating, and resolving differences between buyers and sellers to consummate successful transactions.

Article 9 Sales, Distressed Transactions, and Shareholder Buyouts

We have deep knowledge of distressed sales, including under U.C.C. Article 9, through receiverships, and out of bankruptcy. Our lawyers also know the nuances of Bankruptcy Code section 363 sales. We have represented countless “stalking horse” bidders and competing bidders at public and private auctions.

We are well versed in the motions and orders that set the ground rules for distressed sales. We have successfully challenged and set aside sale procedures that did not provide our clients a fair opportunity to bid. We also work with those impacted by these sales, including lenders, landlords, customers, and suppliers to protect their rights.

We also have represented owners and companies with respect to buyout transactions in shareholder disputes. Because of our experience in both transactions and litigation, we are able to provide guidance when owners decide to part ways or are unable to resolve management disputes.

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