Sales & Acquisitions

We draft and negotiate letters of intent, confidentiality agreements, and term sheets that define deal terms early and prevent disputes later.
Our team also evaluates tax-efficient strategies, equity allocation, and regulatory approvals to create a framework that maximizes transaction certainty.

By combining corporate, tax, and antitrust expertise, we ensure that every deal is strategically engineered to achieve client objectives without unnecessary risk or delay.

Our attorneys conduct comprehensive due diligence across corporate, tax, intellectual property, employment, environmental, and litigation domains.
We identify liabilities that could affect valuation or create future exposure—such as unrecorded debts, regulatory violations, or contract defaults.

We also employ advanced document review technology to streamline due diligence for large-scale transactions, ensuring both accuracy and speed.
Our findings help clients negotiate better terms, refine representations and warranties, and structure indemnities that minimize exposure.

We prepare and negotiate purchase agreements, disclosure schedules, escrow arrangements, and earn-out provisions that define rights and obligations clearly.
Our attorneys pay special attention to risk allocation, focusing on indemnification clauses, material adverse change (MAC) conditions, and post-closing adjustments.

We also represent clients in joint ventures, spin-offs, and partial divestitures, ensuring that each transaction is structured to protect control and cash flow.
Our pragmatic negotiation style helps clients achieve favorable terms while maintaining productive relationships between parties.

We coordinate with U.S. and international regulators—including the FTC, DOJ, SEC, and CFIUS—to ensure compliance with disclosure and competition laws.
In cross-border deals, we work with foreign counsel to align with merger control regimes in the EU, UK, and Asia-Pacific jurisdictions.

We also help clients anticipate and address national security concerns, foreign investment restrictions, and public interest tests, minimizing the risk of regulatory intervention post-closing.

We assist with credit facilities, bridge loans, and mezzanine financing, ensuring that each financing layer aligns with the acquisition timeline.
Our tax specialists collaborate with accountants and financial advisors to design structures that minimize corporate and shareholder tax burdens.

Whether through leveraged buyouts, recapitalizations, or cross-border financing, we ensure that each component of the transaction works in concert to achieve the client’s financial objectives.

We assist clients in transferring assets, onboarding employees, and aligning governance systems post-closing.
Our attorneys draft transition services agreements (TSAs), manage escrow releases, and oversee regulatory filings to ensure compliance and continuity.

Beyond logistics, we also address post-closing disputes—such as earn-out disagreements, indemnity claims, and breach of representation issues—through mediation or litigation where necessary.
Our involvement continues until the deal’s value is fully realized.