Miles & Stockbridge’s mergers and acquisitions lawyers represent purchasers and sellers of publicly traded and privately held businesses. Our clients are public companies (including such Fortune 500 giants as Stanley Black & Decker, for which we have handled complex domestic and international acquisitions and dispositions for more than 40 years), private businesses, private equity funds and individuals and other buyers and sellers of businesses. Our work has encompassed deals ranging in value from the low millions of dollars to billions of dollars, involving cash, exchange of securities and various other types of consideration. Mergers and acquisitions constitute one of our largest and most sophisticated practices, and we offer our clients a diverse and impressive array of strengths to accomplish their objectives:
- Business Focus: Our lawyers combine a commitment to exceptional service with good judgment, common sense and a practical approach to get the deal done. We bring value to each transaction. We don’t believe in wasting time on obscure technical points or outrageous bargaining positions. We act quickly and effectively, and understand our client’s business objectives.
- International Strength: Few firms surpass our experience in international mergers and acquisitions. We represent U.S. companies in their international transactions, and European and Asian companies in their U.S. deals, working with a strong and trusted network of offshore counsel to overcome the issues that can complicate a cross-border transaction. We advise clients on how different national laws may affect their ability to manage or restructure an acquired entity due to employment and benefit laws, and restrictions on business practices that are acceptable in the U.S. but against the law in another nations. We have particular skill in setting up deal structures that make possible the exchange of stock registered in another country and advising shareholders on the tax treatment of the stock they receive. In non-stock combinations we ensure that the deal is structured to minimize the tax consequences.
- Financial Understanding: Reflecting the Firm’s strength in corporate and commercial finance, our lawyers often help coordinate the financing details of a transaction. We strive to make sure our clients understand the potential implications and outcomes of financing alternatives, and often are able to use our strong relationships with investment and commercial banks to their advantage.
- Comprehensive Resources: We bring to every transaction the multiple skills of Miles & Stockbridge lawyers practicing in all those areas that can have a direct impact on the final deal. We coordinate the advice of colleagues on antitrust, environmental, labor and employment, ERISA, tax, intellectual property and similar issues, for a value-added approach that gives clients access to all of the disciplines necessary to complete a transaction.
- Cost-effective Counsel: Because we can draw on the full resources of Miles & Stockbridge to address specific issues as needed, we can size our team at the negotiating table very cost-efficiently. Such lean staffing reduces cost, promotes the goal that all lawyers involved in a transaction understand the details, and reduces the risk of overlooked details or confused strategy.
The purchase or sale of a business involves substantial federal and state tax consequences. Our lawyers have the business experience and tax knowledge so that merger and acquisition deals incorporate the necessary tax planning from the start. We offer value-added advice by helping structure the transaction to minimize the tax burden, so that the final terms can achieve the parties’ strategic objectives, always while focusing on the benefit to our clients whether they are the seller or the purchaser. Our services include:
- Seller’s Counsel: In this role, we work to achieve three important goals: 1) non-recognition of tax through tax-free reorganizations and other tax-free strategies; 2) tax deferral; and 3) capital gains tax treatment. We also work to assist sellers in avoiding multiple levels of tax in structuring their dispositions.
- Buyer’s Counsel: The acquiring company in an asset sale is primarily concerned with minimizing taxation in the ongoing operations of the purchased business. We often advise our buyer clients on depreciation and amortization strategies in the deal structure that provide substantial tax advantages once they assume control of the purchased business. We also help buyers with the tax aspects of financing their purchase, particularly with regard to how tax considerations affect their borrowing costs in deals that emphasize cash.
- Transaction Tax Savings: Our experience in state and local sales and transfer taxes can help both sides of the transaction minimize tax costs of disposing and acquiring businesses.
Our merger and acquisition tax planning is not limited to the structure of the deal itself. By working with our clients from the start of their businesses or through restructuring, we position them to achieve maximum after-tax return when they finally dispose of or grow their businesses through strategic acquisitions.
As the defense and government contractor industries have consolidated, we are increasingly involved in our clients' mergers and acquisitions. We draw upon the firm's transactional resources in connection with acquisitions, divestitures, mergers, joint ventures, and associated antitrust matters, and are experienced at defending proposed mergers of defense-related contractors before officials of the Department of Justice, Department of Defense and Federal Trade Commission. We also represent landlords and lenders in the sale and purchase of entities with government tenants and real property leased by the government (see federal real property leasing and lending practice area description). We also represent clients who do business with other agencies including but not limited to the Department of Health and Human Services, Interior and Treasury in connection with the sale of business, joint ventures and general contract matters. We have experience helping 8(a), minority and women-owned and veteran-owned business position their companies.
In addition, we have advised domestic, multinational and foreign companies regarding the various statutes and regulations affecting foreign investment in the United States, including the defense security regulations governing cleared government contractors (NISPOM), mitigation of foreign ownership, control and influence (FOCI), and Exon-Florio review, which allows the President to review, through the Committee on Foreign Investments in the United States (CFIUS), foreign acquisitions of U.S. companies.