Corporate and M&A Transactions
Our firm represents buyers, sellers, and other stakeholders across the full spectrum of corporate and commercial transactions, including mergers and acquisitions (M&A), carve-outs, spin-offs, bolt-ons, and divestures, joint ventures, special purpose acquisition company (SPAC) transactions, and minority-stake investments. We guide clients through complex deals from the initial strategy and structuring phase through closing and post-closing integration.
Mergers, Acquisitions, and Divestitures
We represent strategic buyers, sellers, founders, private equity sponsors, and investors in negotiated M&A transactions across a range of industries. Our team handles every phase of the transaction, aligning legal strategy with your business objectives while managing risk and execution timelines.
Our experience includes transactions involving:
- Stock purchases, asset purchases, and mergers
- Acquisitions and sales of partnerships, corporations, and limited liability companies
- Whole-company sales and minority stake investments
- Platform acquisitions for financial sponsors
- Carve-outs, spin-offs, bolt-ons, and business line divestitures
- Cross-border and multi-jurisdictional transactions
- Public company M&A transactions with proxy vote requirements
- Auction sales with multiple competing bidders
- Purchases and sales of distressed asset business lines
From the first indication of interest (IOI) or letter of intent (LOI) and nondisclosure agreements (NDAs) through due diligence, definitive documentation, closing conditions, and earn-outs, working capital adjustments, and other post-closing issues, we work to protect your interests at every step.
Private Equity, Venture Capital, and Strategic Investments
We advise private equity funds, family offices, venture capital investors, and operating companies on minority and controlling-sake investments throughout the capital lifecycle, ranging from customary equity investments using market-standard National Venture Capital Association (NVCA) forms to complex, highly individualized deals with unique characteristics.
Our experience includes transactions involving:
- Growth equity and venture capital financings
- Private placements and negotiated stock sales
- Co-investments and roll-over equity arrangements for management and founders
- Series A (and beyond) financing round agreements
- Simple Agreement for Future Equity (SAFE) notes
- Post-closing governance rights (including shareholder and LLC operating agreements)
Whether you are leading a round, participating as a co-investor or limited partner, or negotiating rollover equity as a seller, we structure deals to match your risk profile and timing needs.
Internal Restructurings and Corporate Reorganizations
We advise businesses on the full range of internal restructurings designed to realign operations, simplify corporate structures, capitalize on tax efficiencies, and position companies for growth, investment, or sale. Our team helps clients plan and implement reorganizations that are tax-efficient, legally compliant, and operationally workable, always with an eye toward minimizing business disruption.
Key areas we address include:
- Entity structuring and formation
- Management and decision-making frameworks
- Distribution waterfalls and preferred return structures
- Capital contribution obligations and remedies for capital defaults
- Buy-sell provisions and exit strategies
- Dispute resolution mechanisms
We work closely with management, tax advisors, independent registered accounting firms, and other stakeholders to map out the restructuring from start to finish, identify regulatory and contractual constraints and requirements, and draft the full suite of implementing documents. Whether the restructuring is driven by a pending transaction, regulatory change, or internal strategic review, we focus on clear execution and long-term stability.
Corporate Counsel from Start to Finish
Even a well-planned corporate / M&A transaction can often be a complex, lengthy, and arduous process. Our team can help you run this daunting process from beginning to end. We learn how your company operates, how decisions are made, where you are headed, and we use that understanding to deliver practical, business-focused advice in real time.
Our team is equipped to step in wherever you are in the transaction lifecycle, serving as outside general counsel, supporting a busy in-house team, or leading a high-stakes deal, and to stay with you as your needs change. Whether you are refining your capital structure, pursuing a strategic acquisition, or preparing for a liquidity event, we are committed to being a long-term partner, helping you anticipate issues, manage risk, and execute on your strategy from start to finish.
To learn more about how we can assist with your next corporate / M&A transaction, call us today at 949-617-0000 in Irvine, 215-488-1776 in Philadelphia or use our online contact form to schedule a consultation.