Mergers & Acquisitions

The process of acquiring or selling a business, whether in the context of a negotiated transaction or a hostile takeover, offers challenges unparalleled in the arena of business law. Sirote & Permutt’s Mergers and Acquisitions practice brings together the range of experience and seasoned judgment needed to meet these challenges.

The Mergers and Acquisitions practice draws on the resources of the firm’s corporate lawyers who have substantial experience in a broad range of corporate finance transactions, both for issuers and underwriters of securities and in the representation of public companies in connection with activities involving the Securities and Exchange Commission and the public financial markets.

The attorneys in the group have extensive experience in representing and advising purchasers and target companies in a wide variety of negotiated transactions as well as reorganization transactions such as spinoffs, recapitalizations, and leveraged buyouts. We have also been involved in a variety of takeover situations, representing both acquirers, targets, and boards of directors and committees thereof. We have represented nationally known, publicly held companies as well as privately held businesses. Our attorneys have completed transactions in a variety of industries including manufacturing, distribution services, healthcare, banking, broker-dealers and investment advisers, television broadcasting, insurance services, computer hardware and software, technology, biotechnology and mining.

Tax considerations continue to affect the structure of most mergers and acquisitions. Members of the group have the technical know-how and experience to deal with issues such as purchase price allocations, preserving net operating loss carryovers, and maximizing amortization and depreciation benefits. We also have extensive experience in drafting complex contractual provisions relating to tax representations and indemnities and in dealing with the intricate federal income tax consolidated return provisions.

Publications

The Uncertainty of Basis Increases in Connection with Back-to-Back Loans to S Corporations - 9/1/2009

SMART Alert - 1/9/2009

SMART Alert - 1/7/2009