The Firm acts as counsel to corporations and other entities (including private equity funds, venture capital funds, hedge funds, SPAC sponsors and other financial institutional investors), independent and special board committees, controlling stockholders and employee groups in acquisition and divestiture transactions, including strategic transactions, mergers of public companies, restructurings, auction sales, distressed sales, related party transactions, leveraged buyouts, joint ventures and minority investments and other privately negotiated sales and alliances. Transactions typically involve a wide variety of industries and range in size, with a focus on small to middle market companies. We are regularly engaged to act as special SPAC counsel on acquisitions involving SPACs. Additionally, we regularly are engaged by our existing public and private company clients, as well as investor groups, to represent them in their acquisition and divestiture transactions. In 2018, our largest M&A transactions to date as a Firm, we represented Forum in the acquisition of ConvergeOne with an enterprise value of $1.3 billion.
Merger and acquisition transactions are among the most complex of business arrangements. We have extensive experience in negotiating and completing these transactions, including negotiated, stock and asset purchases, tender and exchange offers, spin-offs, restructurings and acquisitions out of bankruptcy, leveraged buyouts, private equity investments and joint ventures.
Working together with colleagues in our Tax, Real Estate, Employment, Employee Benefits, Intellectual Property and Business Reorganization groups, we are able to structure, negotiate and complete these complex transactions. In connection with M&A opportunities, we also provide advice to boards of directors, board committees (including special committees), senior management and shareholders on a wide range of related corporate governance matters, including anti-takeover defenses and proxy contests.
The complex nature of mergers and acquisitions law requires proper due diligence be undertaken to ensure that critical details are not overlooked and shared with other clients. When representing the acquirer, we work closely with our clients to establish the right team of qualified and experienced attorneys to review the target company’s existing contractual obligations and other essential agreements, so that our client is fully aware of the material risks involved. We assist clients in their review of outstanding liabilities carried by the target company. Our goal is to help provide an accurate assessment of the target’s key assets.
Mergers & Acquisitions
Ellenoff Grossman & Schole LLP is regularly recognized by Chambers USA as a highly regarded law firm in the area of corporate/mergers and acquisitions.
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