Mergers and Acquisitions

Haynes and Boone’s Mergers and Acquisitions Practice Group assists clients in structuring, negotiating, documenting and closing transactions involving mergers, stock or asset acquisitions and dispositions, recapitalizations and reorganizations of public and private companies, in both domestic and cross-border transactions, roll-ups, going private, tender offers and proxy contests, as well as Hart-Scott-Rodino (HSR) and Committee on Foreign Investment in the United States (CFIUS) compliance.

Our mergers and acquisitions work often involves lawyers from several practice groups, including tax, securities, energy, antitrust, environmental, intellectual property, labor and employment, employee benefits/executive compensation, finance and international. Throughout each of our practice groups our approach remains consistent. We address every transaction in an efficient and cost effective manner, always keeping in mind our clients’ needs and the unique legal and business requirements presented by each transaction. We conform our practice, knowledge base and technology to our clients as they and their businesses change; teaming up with our clients to help accomplish their goals. We are committed to these objectives because we are committed to our clients.

We strive to add value on every engagement; as a result our clients want us as members of their transaction team. We team with internal legal departments, management, other advisors and the Board to structure and negotiate transaction terms and financing, and prepare documents and filings in an efficient and cost effective manner from inception of the transaction through closing and post-closing matters. We have significant experience serving with clients whose business strategy involves an ongoing program dedicated to the acquisition and divestiture of businesses.

We have significant experience representing clients in transactions involving financially distressed companies. We have represented both the Chapter 11 debtor and the purchaser. Our mergers and acquisitions team works together with our business restructuring and tax lawyers in these sometimes, complex transactions.

Our mergers and acquisitions practice includes a very broad range of industry experience including aviation, distribution, all forms of traditional and alternative energy, equipment leasing, financial services, hospitality, insurance, manufacturing and distribution, real estate, retail, sports and entertainment, technology, telecommunications, transportation and waste management industries.

We have represented bidders, buyers, sellers, financial advisors, investment bankers, secured lenders, noteholders, unsecured creditors or creditors’ committees, special committees, shareholders, management, investors and private equity firms, hedge funds and other investment funds. 

We have substantial experience handling the following kinds of matters:

Transaction Representation

• Mergers
• Acquisitions and Dispositions of Business Assets including Operating Divisions
• Stock Purchase and Sales
• Auction Transactions
• Cash Tender Offers and Exchange Offers
• Going-Private Transactions
• Spinoffs and Roll-Ups
• Leveraged Recapitalizations and Buyouts
• Cross-Border Acquisitions
• Proxy Contests for Corporate Control

Conducting Due Diligence

• General Legal Due Diligence
• Special Diligence and Analysis of Technology Rights and Other Key Assets
• Special Diligence and Assessment of Environmental, ERISA and Other Risks
• Assessment of Pending Litigation
• Assessment of Political and Governmental Issues

Counseling Boards of Directors and Other Parties

• Fiduciary Duties of Board Members
• Independent Board Committee Representations
• "Poison Pills" and Other Defensive Measures
• Minority Stockholders and Management Groups
• Investment Bankers
• Golden Parachutes
• Fairness Opinions
• Sarbanes-Oxley Issues

Our mergers and acquisitions lawyers have written articles and spoken at seminars on a myriad of subjects including the use of letters of intent, termsheets, confidentiality agreements, "no-shop" arrangements, "lock-ups," "break-up" fees and "fiduciary out" provisions as well as on important issues pertaining to significant accounting issues, SEC registrations and Hart-Scott-Rodino compliance in connection with merger and acquisition transactions.