Mergers and Acquisitions

Our team has extensive experience in representing and advising a wide variety of institutional and entrepreneurial clients, including public and private corporations and investment groups, as purchasers and target companies in a wide variety of negotiated financial transactions, divestitures, and reorganization transactions.

We have been involved in a variety of takeover situations, representing acquirers, targets, and boards of directors. Our lawyers have completed transactions in a variety of industries including manufacturing, distribution services, health care, banking, broker-dealers and investment advisers, media, insurance, computer hardware and software, technology, telecommunications, and utilities.

Tax considerations affect the structure of most mergers and acquisitions. Members of the group have the technical know-how and experience to deal with tax issues such as purchase price allocations, preserving net operating loss carryovers, and maximizing amortization and depreciation benefits. We also have extensive experience in drafting complex contractual provisions relating to tax representations and indemnities and in dealing with the intricate federal income tax consolidated return provisions.

Our lawyers leverage the expertise of the firm’s other practice areas, such as labor and employee benefits, real estate, intellectual property, environmental, antitrust and other regulatory fields. For leveraged transactions or those involving refinancing of debt, our finance lawyers offer experience in a wide range of vehicles, including unsecured and secured lending, senior and mezzanine lending, derivatives, and securitizations. To the extent requested by the client, M&A transactions can involve a comprehensive due diligence investigation of the target company, and we are able to draw upon the experience of lawyers in these other practice groups as appropriate to help the client both assess the target company's value and properly structure the transaction.

Besides bringing deal-making experience and judgment, our lawyers strive for innovative solutions that make transactions faster and less costly, and the value of a Lewis Roca engagement includes the formulation of strategies for negotiated as well as unsolicited acquisitions.