Mergers & Acquisitions
Foley’s Transactional & Securities attorneys help you achieve your short-term and long-term growth objectives through efficient and effective M&A transactions.
The purchase or sale of your business is one of the most significant transactions that occur in the life cycle of your company and Foley has one of the most active M&A practices in the country. We have represented U.S. and international public and private companies, investment banks, private equity and venture capital funds, special board committees, and lenders in nearly every form of M&A transaction — from small, product-line acquisitions to complex, multibillion-dollar mergers.
Clients rely on us for their M&A needs because we understand the deal involves much more than just the business transaction itself. While we have vast experience in creating, negotiating, and consummating M&A transactions of all kinds, it is our careful and comprehensive early planning that sets us apart. We approach each M&A transaction by thoroughly examining how it affects your business in different areas, including environmental, employee benefits, tax, intellectual property, antitrust, and regulatory concerns. By anticipating and addressing these issues early on, we help maximize value when selling and minimize risks when buying.
Our M&A experience includes the following transaction types:
Since 2000, we have represented publicly and privately owned clients in a variety of industries in M&A transactions totaling more than $50 billion. Because of our creative and innovative deal structures, we regularly represent both acquirers and sellers in all forms of public and private merger and acquisition transactions. We are often called upon by clients for successive acquisitions or dispositions as they carry out their long-term growth strategies.
If you are considering terminating your company’s public status through a going private transaction, we can advise you on the advantages and disadvantages of being a private company. While you will eliminate regulatory compliance costs and reduce director and officer liability, you also will lose access to the public equity markets. With our considerable experience in taking companies private, we can help you avoid common pitfalls, address the short-term issues, and meet your long-term goals. Our experience includes assisting with mergers of companies with a newly formed, privately owned entity, tender offers by such entities, and self-tenders by companies with a follow-up reverse stock split.
The breadth of our practice gives you access to teams of professionals with significant experience managing the tax, benefits, securities regulation, corporate governance, and transaction-financing issues associated with going private transactions. Our attorneys seek to create value by efficiently closing optimally structured going private transactions that allow clients to focus on profitable operations going forward.
We have worked extensively with public corporations, private companies, financial institutions, government entities, and sovereign wealth investors on completing complex inbound and outbound transactions. We can address the U.S. and international regulatory issues your deal raises, while offering industry-specific insight to help enhance the value of your transaction.
For internal restructuring transactions such as divestitures, recapitalizations, spin-offs, and carve-outs, we understand your goal is to improve and refocus value. But these transactions often involve difficult legal issues that span a number of different areas. Our counsel helps you navigate and address the tax impact of the transaction, determine the right assets to sell, and manage the scope of post-closing supply and service arrangements. We also can bring to bear the firm’s knowledge in tax, employee benefits, banking and finance, and other practice areas that are critical to such transactions.
Whether used to strengthen long-term relationships, collaborate in short-term projects, or achieve growth in a difficult capital market, joint-venture development can be time-consuming and complex. Our industry-specific experience helps you forge joint-venture relationships that properly allocate responsibilities and minimize your risk. Whether you are pursuing joint ventures, partnership agreements, licensing agreements, manufacturing and distribution arrangements, or technology-sharing agreements, we have the experience needed to create strategic alliances that help add value to your bottom line.
We have been involved in structuring joint ventures in almost every field, including the automotive, energy, food and beverage distribution, hospitality, health care, life sciences, nanotechnology, and emerging technologies industries. In addition, we have represented parties seeking to form joint ventures for both commercial and residential real estate development and ownership. Our attorneys have assisted in the creation of cross-border joint ventures involving foreign-based clients seeking access to U.S. markets and U.S.-based clients seeking access to key foreign markets in Europe, India, the Middle East, and Asia.
We offer the full range of services in structuring, documenting, negotiating, and closing your leveraged buyouts. Since we have represented all sides and related parties in an LBO, including lenders, buyers, sellers, directors, and management, we understand the complexities of LBOs from all angles and can help you achieve the best possible outcome. Our experience in representing lending institutions also allows us to efficiently structure and document the complex debt and equity instruments you'll need in these leveraged transactions.
Foley regularly represents bidders, targets, boards of directors, shareholders, and financial advisors in unsolicited transactions and contests for corporate control, including those in connection with tender offers and proxy fights. If you are a public company, we can prepare strategic defenses involving shareholder rights plans, staggered boards of directors, state laws, and bylaw amendments that minimize your risk of becoming a target of an unsolicited bid. Should you become the target of an unsolicited bid, we can advise you on your fiduciary duties and responsibilities and determine your best response. Our strategies can help you remain independent, deter unfair offers, or turn the unsolicited offer into a negotiated transaction that maximizes your shareholders' value.
Conversely, if you are bidding on a company, we routinely assist in developing sound strategies to overcome target defenses and in complying with reporting obligations that arise in connection with a bid to ensure smooth execution of your growth strategy.