Clark, Thomas & Winters represents buyers, sellers, and investors in business mergers and acquisitions. These transactions range from cash and stock mergers to share exchanges, asset sales and purchases, stock or other equity sales and purchases, and joint ventures.

We represent closely held businesses as well as publicly traded companies, and we are equally attuned to the complex business modeling that drives large public transactions and to the much more personal issues that a family faces when it buys or sells the family business.

Our work covers negotiation and documentation of the transaction, due diligence, third-party and seller-financing arrangements, corporate governance matters, and securities, tax, antitrust, regulatory, employment, environmental, intellectual property, and other aspects of the transaction.

Our experience, and the volume of transactions we handle, allows us to help clients determine whether features of the deal are "market" for that kind of transaction and to design risk-allocation features such as earn-outs and joint ventures that can make a difficult transaction possible.

We understand that to be of true value lawyers have to understand the business model, earn the client's trust in our skills and values, meet deadlines, produce work that meets or exceeds expectations, and always be accessible and accountable. Those standards are central to the way we work.

For more information concerning our mergers and acquisitions practice, please contact Joe Cain or your existing relationship manager at the firm.

REPRESENTATIVE CLIENT INDUSTRIES

FOCUS AREAS

Closely Held Business Transactions

The sale of a closely held business is a once-in-a-lifetime event for most clients, but we handle such transactions constantly. This enables us to give clients confidence that they have identified the important issues, that their positions on the issues are appropriate to the business and the transaction, and that the transaction process is under control.

Mergers and Acquisitions

When the entire business is involved in a merger or acquisition, liability, workforce, and management transition issues can dominate negotiations. We are familiar with the issues, the governing law, and the structural techniques used to handle the purchase and sale of entire businesses.

Divestitures and Asset Acquisitions

When only a single asset or business line is involved, the parties often want to move quickly, with as little disruption as possible to other operations. We are acutely sensitive to the client's expectations of speed and efficiency and the desire of both parties to carefully control which liabilities are assumed and which are left with the seller.

Joint Ventures

Joint ventures are unique in that the parties are establishing an on-going relationship, rather than just buying and selling a business or asset. The transaction itself is only the beginning of that relationship. As we design and document the structure for the relationship, we help our clients build the communication and trust with the counterparty that will be needed for a successful joint venture.

Executive and Workforce Issues

We are acutely aware of the impact of mergers and acquisitions on executive management of the business and on the target's workforce. We work to structure new employment arrangements, transition support agreements, consulting contracts, benefit packages, and other workforce-related arrangements so that the transition of ownership and management is as smooth as possible.

REPRESENTATIVE TRANSACTIONS