Mergers and Acquisitions

Our professionals are experienced in representing venture capital/private equity funds and privately held businesses in the purchase and sale of stock and assets, especially in distressed situations. Our experience includes the full spectrum of distressed sales, including pursuant to U.C.C. Article 9, through receiverships, and out of bankruptcy. Our lawyers are well versed in the nuances of Bankruptcy Code section 363 sales.  We have represented countless “stalking horse” bidders and competing bidders at public and private auctions. The combined business and legal background our attorneys possess allows them to not only provide excellent negotiation and transaction strategy, but sensible advice on structure, indemnity risks, and legal compliance in an efficient, cost-effective manner. We are adept at negotiating the terms of purchase and sale documents, as well as the motions and orders that set the ground rules for distressed sales. We have successfully challenged and set aside sale procedures that did not provide our clients a fair opportunity to bid. We also work with those impacted by these sales, including lenders, landlords, customers, and suppliers to protect their rights.

Commercial Transactions

Our attorneys have extensive experience negotiating and documenting business relationships among customers, suppliers, technology service providers, strategic partners, financiers, and other key constituents. Because we have a keen sense of the legal issues and business implications arising in these complex relationships, we proactively address problems, manage risks, and react quickly. Our experience and business acumen allow our attorneys to provide our clients with pragmatic and results-driven advice.

Our attorneys have decades of experience in the automotive industry and regularly apply their knowledge to negotiate and prepare terms and conditions of purchase and sale on behalf of both purchasers and sellers, distribution agreements, information technology service agreements, software licenses, bailment and warehousing agreements, tooling and specialty equipment agreements, shipping and logistics agreements, equipment leasing agreements and management and outsourcing agreements. We also advise clients on matters arising under Article 2 and Article 9 of the Uniform Commercial Code, including multi-party agreements, long-term purchase and sale agreements, supply contracts, purchase orders, currency and materials indexing agreements, warranty sharing agreements, financing arrangements and perfection of security interests, purchase money security interests, and lease agreements.

We also have a wealth of experience addressing supply chain issues. We have counseled and trained numerous clients on all stages of their contracting process, from drafting and updating quoting procedures and standard terms and conditions to addressing breaches of contract and adequate assurance matters.

Finance

We have extensive experience counseling borrowers and lenders in a wide range of financing transactions, including structuring, restructuring, and documenting loan and lease transactions. Our attorneys, who include a former Director of one of the nation's largest lenders, advise our clients from a seasoned business and legal perspective. We have significant experience in asset-based lending transactions involving all types of collateral and multi-state and cross-border transactions. We are adept at counseling our clients in routine deals, as well as those that are highly complex, including those with multiple lenders and types of collateral. We understand our clients' businesses and work with them to develop appropriate financing structures.

We draw upon our vast knowledge and experience in representing debtors, creditors' committees, trustees, and receivers to provide valuable insight into the issues creditors and debtors may face. Examples of our representation include acquisition financing, revolving credit and term loan facilities, and structured finance.

Supplier Risk Management

Our professionals include the former head of a major tier-one automotive supplier’s Supplier Risk Management Group with extensive experience proactively addressing supplier financial distress. From assessing a supplier’s financial health to protecting continuity of supply through accommodation and access agreements, we interface with our clients’ purchasing organizations to provide a holistic approach to assess and address their needs.