Mergers & Acquisitions

Carve-out transactions—in which a larger business enterprise sells one or more subsidiaries or divisions—carry unique issues for buyers and sellers, and typically require substantial advance planning. We identify potentially troublesome issues, and help clients maximize a carve-out’s potential value.

By divesting assets or business lines, sellers can refocus on core businesses and can finance the development of remaining assets. Buyers use their carve-out purchases to boost existing business lines and expand into new business areas. With experience on the buy and sell sides, we help clients structure attractive transactions while making an orderly transition of assets.

Whether clients are private equity firms or large multinational strategic purchasers and sellers, we work to identify and address issues particular to each transaction.

The areas that tend to present unique issues in carve-out transactions, as to which we provide significant value to clients, include:

• Financial statements
• IT systems
• Intellectual property and licensing
• Commercial contracts
• Employment
• Real estate
• Tax

Our M&A lawyers in the United States, Europe, Asia, and the Middle East advise on various cross-border transactional issues, including equity and asset acquisitions and sales, public and private company divestitures, tender offers, leveraged buyouts, and going-private transactions across the globe.

With experience in antitrust, environmental, employee benefits, government contracts, intellectual property, labor and employment, tax, trade, and other regulatory matters, we help clients negotiate and draft various cross-border agreements. These include joint ventures, licenses, technology transfers, development, distribution, employment, and consulting.

Our international clients run the gamut. We work with sellers, buyers, investors, investment and commercial banks, venture capital and private equity firms, institutional lenders, independent director committees, and management groups involved in cross-border transactions.

We help clients capitalize on distressed or turnaround opportunities using our experience in global mergers and acquisitions, private equity, finance, tax, securities, and restructuring. We assist in the acquisition and disposition of companies (often involving multitiered debt and equity structures), working to structure carve-out and specific asset acquisitions. Our practitioners help restructure and recapitalize venture- and private equity–backed portfolio companies, and we design debt acquisition strategies to increase a client’s ownership position.

Other areas of focus are:

• Workforce reductions
• Debt swaps
• US Bankruptcy Code Section 363 sales
• Loan-to-own and buy-your-own transactions
• Distressed transaction workout issues
• Bankruptcy
• Investments in private and public company securities
• Governance issues for competing equity holder interests

Additionally, our distressed transactions team has experience advising on risks and opportunities in such areas as labor and employee benefits, environmental, and antitrust.

We advise on energy merger and acquisition transactions around the globe. Our more than 100 practitioners assist clients that range from major global oil producers to next-generation wind and solar projects. We advise on all aspects of mergers and acquisitions, and are adept at ensuring our clients comply with all regulations, tax, and legal requirements.

From our offices in Houston, Northern and Southern California, New York, Philadelphia, London, China, Kazakhstan, Tokyo, and Dubai we represent clients in upstream, midstream, and downstream oil and gas, oilfield services, power generation and transmission, and renewable energy. We advise on energy company mergers, farm-ins and farm-outs, and joint ventures involving energy properties and facilities. We negotiate complex transactions involving electric power generation and transmission, oil and gas production and distribution, and various renewable energy projects.

We handle privatizations, complex international asset and share exchanges, and greenfield LNG and power plant developments, and we managed the largest-ever exploration and production (E&P) asset sale.

Representative clients include:

• Financial institutions and private equity funds
• Integrated and independent oil and gas producers
• Electric and gas utilities
• Independent power producers
• Drilling companies and oil field service contractors
• Natural gas, oil, and refined products pipelines and refineries
• Power project developers
• Renewable developers

Our sizable employee stock ownership plan (ESOP) team advises clients on matters including US federal taxation, employee benefits, corporate and banking law, and financing issues.

With a focus on corporate transactions in which an ESOP is part of the capital structure, we help clients achieve liquidity by transitioning to ESOP ownership or transitioning from minority to majority or sole ESOP ownership, including advising on potentially extraordinary benefits that corporations may gain by electing S corporation status for federal income tax purposes.

We help clients recapitalize ESOP-owned corporations to achieve liquidity for non-ESOP shareholders, and provide financing for the ESOP corporation’s repurchase liability. These corporations take advantage of our advice and financial modeling to assist in analyzing their alternatives with respect to continuing or terminating the ESOP.

Our financial services team brings a powerful combination of regulatory and advisory skills, transactional experience, industry knowledge, contacts, and credibility to guide clients through structuring, managing, and closing transactions within the sector.

We represent leading commercial and investment banks, broker-dealers, mutual funds, hedge funds, and other financial institutions. Our interdisciplinary team has experience in the ever-changing securities industry and our track record consists of hundreds of successful financial institution transactions.

Our insurance transaction lawyers serve virtually all participants in the US domestic and global life insurance industry. We’re familiar with all forms of insurance policies, regulations, securities and tax law, and corporate governance.

We collaborate with clients to negotiate and document mergers, acquisitions, and divestitures, including management buyouts and joint ventures of all sizes. Our tasks include helping clients limit any possible exposure to costly, potentially long-tail loss events and other liabilities.

Clients include life insurers and reinsurers as well as insurance agents, brokers, and intermediaries. We represent both private and government parties in insurer insolvency proceedings, and counsel insurer clients in their rate-making proceedings. We advise insurers and large commercial policyholders on corporate-owned life insurance (COLI) projects, variable annuity and variable life separate account products, ERISA self-funded and partly insured health benefit plans, and other specialty products.

For clients seeking a joint venture or strategic alliance, we advise on ways to create strategic alliances that work, often on a global scale. Each partnership has a unique set of challenges—and our team works to ensure that client ventures function properly and provide benefits by accessing new technologies or expanding their client base with new products and services.

We advise clients regarding all types of joint ventures and partnerships, from research and development collaboration agreements and strategic alliance agreements to co-promotion and co-marketing agreements and joint marketing agreements, with a special focus in the life sciences and technology industries. Our team has experience in tax, antitrust, labor and employment matters, employee benefits, and other practices, and we tailor our services depending on the client’s needs and the nature of the transaction.

Our media mergers and acquisitions lawyers advise on all aspects of US domestic and cross-border transactions in the media industry. We assist clients with mergers, acquisitions, joint ventures, and strategic alliances; help them secure financing (including bank loans and private placements); and spearhead reorganizations, outsourcings, and bankruptcy proceedings.

Clients include a major US newspaper publisher with which we’ve worked on public debt financings and private equity investments, joint ventures, strategic alliances, tax planning, SEC reporting, and disclosure issues. We advised a British newspaper and media group on acquisitions meant to build a US data management and technology service presence. Our team works with lenders that provide specialized, secured financing for motion picture producers, and we also serve online education technology providers, textbook publishers, test providers, software developers, and systems and content developers.

Our private equity team handles mergers and acquisitions, and finance and tax matters. We have a global footprint, with practitioners located across the United States, as well as in the United Kingdom, France, Germany, China, Japan, and Dubai. Each office handles local and cross-border matters for international clients.

Drawing on our lawyers’ experience in investment management, securities, and tax, we structure private equity acquisitions, divestitures, and financings; going-private transactions; recapitalizations; spin-off transactions; and co-investments. We can deploy rapidly and conduct comprehensive due diligence.

We regularly work on US domestic and non-US private equity transactions in the retail, technology, transportation, manufacturing, chemical, steel, automotive, and life sciences industries.

We address retail clients’ ever-changing challenges using a legal services approach that is multidisciplinary. On a daily basis, our retail practitioners focus on technology, globalization, privacy, and other emerging issues that increasingly intersect to challenge this industry. Hundreds of Morgan Lewis lawyers have experience in retail, and our knowledge in the industry is extensive.

Within mergers and acquisitions, we routinely negotiate purchases and divestitures by public and private companies, tender offers, restructurings, joint ventures, spin-offs, leveraged buyouts, and public-to-private transactions. We also advise on structuring various takeover defense mechanisms for many of the firm’s corporate clients.

Public companies seek our advice on critical issues related to proxy contests, activist shareholder campaigns, and battles for corporate control.

We represent boards of directors, board committees, individual directors, and executive officers regarding compliance with US Securities and Exchange Commission (SEC), NYSE Euronext and Amex, and NASDAQ requirements, and applicable US federal and state laws. Our lawyers counsel clients on the corporate and securities laws of each jurisdiction and country in which Morgan Lewis maintains an office (including the European Union).

We have a leading technology mergers and acquisitions practice. Our lawyers represent strategic acquirers, financial buyers (including private equity funds and hedge funds), selling stockholders, and technology companies being sold. We represent public and private technology companies in all technology industries, including software, hardware, semiconductors, services, consulting, life sciences, medical devices, clean technology, and nanotechnology.

Our experience in buy side, sell side, and selling stockholder representation puts us on the cutting edge of deal terms and issues, and our creativity at resolving complex problems such as employee retention, open-source software, and import and export compliance is well known. Our broad practice also means that we have a unique understanding of internal client functions with respect to due diligence and integration.

In addition to our M&A experience, by leveraging the legal skills of our lawyers—many of whom teach intellectual property and licensing at leading law schools—with cutting-edge technology, we provide clients with scalable, real-time solutions in technology transfer and licensing, collaborations, outsourcing, commercial transactions, intellectual property protection and valuation, and venture capital investments.

We regularly represent both licensors and licensees in seeking creative ways to exploit valuable intellectual property rights and to maximize their sources of revenue, including:

Software and source code license agreements
• Patent license agreements
• Joint development agreements
• Consulting and professional services agreements
• Click-wrap agreements
• Online sales and service agreements
• Terms of use and privacy policies
• Intellectual property ownership agreements
• Beta and evaluation agreements
• Maintenance and support agreements
• Open-source license agreements and audits