Archer’s M&A attorneys routinely assist clients with strategic and transformative acquisition, divestiture and business combination transactions across a wide variety of industries. We partner closely with our clients to develop an in-depth understanding of their objectives and priorities of the transaction at hand. We then craft a practical execution strategy designed to achieve their goals in a timely and cost-effective manner, minimizing disruptions to our clients’ business operations wherever possible. Critical to the success of any M&A endeavor is specialized knowledge of the complex and varied legal and regulatory issues that arise in such transactions. Collaborating with other Archer attorneys where needed, our M&A team draws on the firm’s expertise in financing, intellectual property, data privacy, employment, immigration, tax, environmental, and real estate to ensure that our clients have complete coverage with respect to all deal issues which may arise.
The firm’s attorneys work with a wide range of businesses, private equity and venture capital firms, lenders, investors, senior management and equity owners in transactions of varying sizes and complexities. We represent all types and sizes of companies – from Fortune 500 to middle-market to small family-owned companies. Our diverse M&A client base includes public and private companies in virtually every segment of the economy.
We regularly represent both buyers and sellers in a variety of transactions, so we are able to see deal issues from both sides of the table. We understand and appreciate that every transaction involving the sale or purchase of a business, regardless of its size, is important to our clients, and that for many closely-held or family-owned businesses on the sell-side, it is a once-in-a-lifetime opportunity.
We work with our clients in all stages of the M&A process – deal structure, entity formation, legal due diligence, negotiating and drafting transaction documents, regulatory compliance and approvals (including Hart-Scott-Rodino, where necessary), federal and state securities laws compliance, and dealing with post-closing matters, such as transition and integration.
In any M&A deal, we also work closely with our clients’ owners and management, including in-house legal counsel, to structure an appropriate transaction team. This team frequently is comprised of private equity firms, venture capital firms, investment banks, lenders, business brokers and other intermediaries, and accountants and other financial advisors.
Through our team approach, we draw upon the deep bench strength of our supporting practices relevant in an M&A transaction, including tax, intellectual property, labor and employment, employee benefits, immigration, real estate, environmental, securities, regulatory, government contracts, antitrust, finance and bankruptcy.
Archer’s attorneys assist clients with the following types of M&A transactions:
- Stock purchases
- Asset purchases
- Mergers, consolidations and other business combinations, including tax-deferred transactions
- Management and other leveraged buy-outs
- Divestitures, such as spinoffs and split-offs
- Joint ventures and other strategic alliances
- Recapitalization and reorganization transactions
- Equity investments
- Distressed company transactions through bankruptcy or other insolvency procedures
- Sales to, and purchases or investments by, private equity firms
- Cross-border transactions
We also assist clients with exit strategy planning to help them properly prepare their business for eventual sale or other change of control transactions, thereby maximizing transaction value wherever possible. These services can include, among other things, corporate governance audits to make sure corporate records, qualifications, and licenses are up-to-date, review of employment records and practices to confirm compliance with all applicable laws (including immigration laws), review of key contracts to confirm enforceability and assignability, tax analysis and planning, lien and litigation searches, and advice regarding retention of key employees.
- Represented IT staffing company in sale of business to a strategic buyer with the transaction structured as a stock purchase, with PPP loan forgiveness escrow.
- Represented manufacturer of color dyes and specialty chemicals in sale of business to a buyer funded by private equity with the transaction structured as an asset purchase, with earn out payments based on EBITDA and rollover equity.
- Represented electric motors distributor in sale of business to a buyer funded by private equity with the transaction structured as a stock purchase, with rollover equity.
- Represents private equity firm acquiring and investing in small and lower middle-market businesses in the food and beverage sector.
- Represented prominent national home health care provider in acquisitions of home health care agencies, both publicly and privately owned, throughout the United States.
- Represented leading provider of household cleaning products in sale of assets to private equity firm.
- Represented one of the largest privately-held vehicle fleet management services company in the world in connection with the acquisition of a UK-based fleet management services provider.
- Represented one of the largest privately-held vehicle fleet management services company in the world in connection with the acquisition of a family of companies engaged in the full-line work truck upfitting business.
- Represented large family-owned automobile dealership company in connection with acquisition and disposition of various franchise locations, including acquisition of an ultra-luxury vehicle dealership.
- Represented ePOS systems company specializing in the hospitality sector in connection with merger with UK company.
- Represented developer of computerized maintenance management software systems with sales in over 55 countries in connection with equity sale to a private equity firm.
- Represented international precision industrial optics company in its venture financing of a startup optics manufacturer, subsequently sold at a multiple percent profit.
- Represented international precision industrial optics company in its asset acquisition of a laser optics manufacturer.
- Represented nationally known research institute in its European joint venture.
- Represented sales and marketing managing broker in sale of business, with F Reorganization, rollover equity and earnout.
- Represented manufacturer of chemical and pharmaceutical hazard labels and software in sale of business, with an earnout.
- Represented restaurant in sale of business, with secured promissory note subordinated to senior lender.
- Represented purchaser logistics company in acquisition of a competitor.
- James H. Carll
- Tiffany Wagner Donio
- Terence J. Fox
- Deborah A. Hays
- Brian M. McGovern
- Gianfranco A. Pietrafesa
- James G. Smith
- David A Weinstein
- HVAC Sales and Services
- HVAC Wholesale Distribution
- Plumbing Wholesale Distribution
- Diamonds and Jewelry
- Food and Beverage
- Pet Food
- Physical Fitness Equipment
- Financial Services
- Health Care
- Home Health Care Services
- Long-Term Care Facilities
- Medical and Dental Practices
- Golf Courses
- Dyes and Specialty Chemicals
- Dry Solid Processing Equipment
- Household Consumer Products
- Industrial Precision Optics
- Water Pumps, Instruments and Controls
- Billboards and Outdoor Advertising Displays
- Renewable Energy
- Solar Energy
- Wind Energy
- Professional Services
- Accounting Firms
- Engineering Firms
- Computer Infrastructure and Services
- IT Staffing
- Software Development
- Transportation and Logistics
- Automotive Dealerships
- Automotive Fleet Leasing
- Commercial Vehicle Upfitter
- Refrigerated Warehouse Facilities
- Wholesale Distributors
- What To Consider When Buying – Selling a Business
- Non-Disclosure Agreement
- Letter of Intent
- Stock Purchase or Asset Purchase
- Tax Issues on Stock Purchase or Asset Purchase
- Collateral Security
- The Purchase Agreement
- Bankruptcy, Restructuring, and Insolvency
- Business Counseling
- Employee Benefit Plans / Executive Compensation / ERISA
- Environmental Law
- Health Care
- Immigration and Global Mobility
- Intellectual Property
- International Law
- Labor & Employment Law
- Real Estate
- Tax Law
- Trade Secret Protection and Non-Compete