Mergers & Acquisitions
Our Corporate Group provides full-service representation in all aspects of M&A transactions. Mergers, stock and asset acquisitions, divestitures, spin-offs, and corporate reorganizations (both domestic and cross-border) are mainstays of our practice. We regularly represent buyers and sellers and both strategic and financial investors, including publicly traded and privately held companies, private equity funds, and hedge funds.
Though we have the resources and expertise to handle very large transactions and also routinely and efficiently tackle smaller acquisitions and dispositions, our corporate practice has focused primarily on "middle market" transactions with deal sizes typically ranging from $10 million to $500 million. Regardless of the size of the deal, we pride ourselves on putting clients'; objectives and needs first. Time and time again, this approach has proven to produce the best results for our clients.
Over the years, the Corporate Group has assisted clients with numerous M&A transactions. In part due to the strength of the firm's Government Contracts and Healthcare Groups, a large percentage of our transactions have involved the defense, government contracting, healthcare, and life sciences industries.We also have substantial expertise in the financial services and financial technology industries and have handled many deals for bulge bracket investment banks, financial institutions, and financial services firms. We are also skilled at acquiring companies and assets out of bankruptcy, including in Section 363 transactions.
We draw upon the experience and expertise of the firm's other practice groups to provide full-service corporate transactional representation. Where Crowell & Moring is engaged to serve as lead deal counsel on an M&A transaction, a corporate attorney will manage the transaction and coordinate with attorneys in specialized practice areas such as tax, antitrust, healthcare, labor and employment, ERISA, bankruptcy, government contracts, intellectual property, and environmental at appropriate stages of the transaction. The proficiency and depth of such other practice groups add significant value to our corporate M&A practice.
We also routinely interface and coordinate with local counsel in both U.S. and international transactions to handle complex multi-jurisdictional transactions efficiently and seamlessly.
We are well-equipped to assist with every stage of an M&A transaction:
- Corporate housekeeping/clean-up
- Transaction planning and structuring (including tax structuring)
- Drafting or reviewing initial offering memoranda and related documents
- Setting up and bidding in auctions and working through the bidding process
- Drafting or reviewing senior loan documents, mezzanine loan documents and equipment finance documents
- Due diligence assistance (including designing and maintaining a data room)
- Preparation and negotiation of proposed transaction documentation
- Counseling boards of directors
- Assistance in preparation of disclosure schedules
- Assistance with antitrust and other governmental approvals and clearances
- Preparing documents required under securities laws
- Assistance between signing and closing
- Spin-out of excluded assets
- Closing
- Post-transaction integration assistance