Mergers & Acquisitions

WFS attorneys have extensive experience representing clients on general corporate formalities, corporate compliance and securities. Our attorneys routinely advise boards of directors, special committees and executive management regarding their fiduciary duties and corporate governance best practices.

WFS attorneys assist clients in structuring, negotiating and executing complex mergers and acquisitions, divestitures, joint ventures and strategic business combinations as well as conducting due diligence review for such transactions.

WE PROVIDE STRATEGIC ADVICE TO CLIENTS RELATING TO MERGERS AND ACQUISITIONS INCLUDING:

• Advising clients on letters of intent, memorandums of understanding, term sheets, purchase agreements and related documentation for privately held and publicly traded clients regarding acquisitions and dispositions of equity interests, operational assets, real property and intellectual property.
• Representing buyers and sellers in private multimillion-dollar acquisition and divestiture transactions, including structuring the transactions, undertaking due diligence, and negotiating and drafting the documentation for the transactions.
• Advising clients on effectuating national acquisition strategy of target companies, including, without limitation, implementation of on-boarding and corporate policy compliance review of target companies.
• Advising clients on strategies for effectuating the acquisition of, or investment in, distressed assets to ensure value optimization and risk mitigation.
• Counseling clients regarding structure and formation of joint ventures, including, without limitation, drafting and negotiating organizational and definitive agreements for joint venture arrangements. We have represented clients in joint venture arrangements in the health care, pharmaceutical, chemical and technology industries.
• Advising clients on merger transactions, including the mergers of subsidiaries into parent companies to effectuate tax strategies.
• Representing clients in repurchase of shares of stock from shareholders, including, without limitation, drafting repurchase agreements and advising clients regarding process for requesting shares from shareholders.
• Representing clients in internal re-organization and stock issuances and transfers, including, without limitation, preparing and reviewing resolutions authorizing such ownership transfer and internal re-organization.
• Advising clients on the integration and establishment of post-acquisition management strategies to ensure smooth transitions and value realization for buyers and sellers.

In addition, WFS has represented clients in negotiating and drafting stock, asset and membership interest purchase and sale agreements and related documentation for such transactions.

OUR EXPERIENCE REPRESENTING CLIENTS IN MERGERS AND ACQUISITIONS INCLUDES:

• Represented the owners of a privately held membership network business in connection with the sale of the company to a digital banking platform.
• Represented public energy company in connection with the multi-million dollar acquisition of the U.S. rebate business from an Australian public company.
• Represented international retail pharmaceutical company in the acquisition of pharmaceutical records and inventory from distressed entity in bankruptcy.
• Represented telecommunications and media services companies in acquisition of strategic and customer-facing technology solutions and related assets.
• Represented telecommunications provider in strategic initiatives relating to investment in industry disruptive technology, including purchase of stock in developing technology companies.
• Represented security guard services company in the acquisition of substantially all of the assets of multi-state security operator.
• Represented retail cannabis company as strategic buyer in the acquisition of the membership interests of multiple retail locations and related cannabis dispensary assets.
• Represented national fast-food franchisor in sales and dispositions of company-owned stores and related equipment, technology, cash and real property.
• Represented national fast-food franchisor in purchases of franchised stores from franchisees.
• Represented national snack food provider in purchases of multiple distribution businesses, including distribution businesses in financial distress, and related equipment and technology.
• Represented international packaging manufacturer in purchase of food packaging intellectual property and technology.
• Represented international pharmaceutical company in internal re-organization and stock issuances and transfers.
• Represented telecommunications and media services companies in handling acquisition and sale of telecommunications equipment and fiber optic network assets.