Corporate & Securities

Mergers & Acquisitions

Mergers and acquisitions can be fraught with complications, especially in an increasingly complex business and regulatory environment. We know that a successful outcome requires a delicate balance among the legal, business, and operational interests of a company.

We employ a team approach to your merger or acquisition to provide practiced and practical advice throughout every step of the transaction — from the initial structuring and negotiation to implementation and even post-closing. We can call upon the diverse backgrounds of lawyers in our Corporate & Securities; Antitrust; Employment, Labor & Benefits; Environmental Law; Intellectual Property; Real Estate; Tax; and other practices to help you complete a successful transaction.

Our substantial experience in industries from life sciences and technology to health care  and telecommunications enables us to assist you in navigating the myriad of regulatory issues that may arise.

Quick Facts

  • Mergers and acquisitions transactions with an aggregate deal value of over $26 billion since 2014
  • Interdisciplinary team handles key issues from due diligence through closing
  • Focus on the middle market
  • Focus on emerging and regulated industries:
  • Represent buyers, sellers, private equity and venture capital firms and their portfolio companies, boards of directors, financial advisors, management teams, and other participants
  • Diverse portfolio of completed transactions

Areas of Focus

  • Asset sales
  • Cash tender offers
  • Cross-border and international transactions
  • Exchange offers
  • Going private transactions
  • Hostile transactions
  • Leveraged buyouts
  • Management buyouts
  • Mergers
  • Proxy contests
  • Recapitalizations
  • Roll-ups
  • Spin-outs
  • Stock sales
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Representative Experience

  • Represented Time Inc. in its spin-off from Time Warner, creating an independent NYSE-listed public company, and on an ongoing basis in connection with its public reporting under the securities laws, acquisitions and investments, tax, and other related work.
  • Represented Boston Biomedical, Inc. (BBI) in its sale to Dainippon Sumitomo Pharma Co., Ltd. (DSP) for up to $2.63 billion in total, which included $200 million upfront, up to $540 million in development milestone payments, and up to $1.89 billion in sales milestone payments.
  • Represented American Technical Ceramics Corporation in its $231 million sale to AVX Corporation.
  • Represented Caliper Life Sciences, Inc. in its $600 million sale to Perkin Elmer, Inc.
  • Represented AIM listed special purpose acquisition company (SPAC) International Consolidated Minerals, Inc., formerly Platinum Diversified Mining, Inc., in its $250 million acquisition of International Consolidated Minerals Limited.
  • Represented Alloy, Inc. in the $36 million sale of its FrontLine in-store marketing division to Acosta Sales & Marketing.
  • Represented AMICAS, Inc. in its $215 million sale to Merge Healthcare, Incorporated.
  • Represented Ion Torrent Systems, Inc. in its $725 million sale to Life Technologies Corporation.
  • Represented Navios Maritime Acquisition Corporation in its $457.7 million acquisition of assets.
  • Represented QIAGEN NV in its $1.6 billion acquisition of Digene Corporation, including antitrust aspects of the transaction.
  • Represented the exclusive financial advisor to Diagnostic Products Corporation in its $1.8 billion acquisition by Siemens Medical Solutions.
  • Represented China-based BioDuro, LLC in its $77 million acquisition by Pharmaceutical Product Development, Inc.
  • Represented Vertex Pharmaceuticals, Inc. in its $400 million acquisition of ViroChem Pharma, Inc.
  • Served as special US counsel to Nippon Sheet Glass Co., Ltd. in its $3.5 billion acquisition of Pilkington, PLC.
  • Represented CVS in the antitrust aspects of its $2.7 billion acquisition of Longs Drugs.
  • Represented CVS in the antitrust aspects of its $27 billion acquisition of Caremark.
  • Represented the general counsel of a homeland security company being acquired in a multibillion-dollar transaction. During the due diligence phase of the acquisition, the acquiring company discovered bribes paid to officials in West Africa. This matter was resolved successfully for our client despite charges being made against additional individuals associated with the company.
  • Advised a health care and life sciences private equity firm on its acquisition of a pathology laboratory company.
  • Counseled a nationwide dialysis services provider on a variety of transactions involving both acquisitions of dialysis clinics and joint ventures with dialysis providers throughout the United States.
  • Representation of a major cable television provider in connection with a high-profile merger proceeding before the Department of Justice and state attorneys general.
  • Represented a cable company in the first successful FTC clearance of the acquisition of an overbuilt cable system.