Mergers and Acquisitions

Areas of Focus

Antitrust
Many mergers, acquisitions, divestitures and joint ventures do not raise antitrust problems. For those transactions that do, Manatt attorneys know how to guide a deal through the Hart-Scott-Rodino (HSR) review process at the Federal Trade Commission and the Department of Justice. We are skilled at securing early termination of the HSR waiting period and answering any requests for further information in a manner that keeps clients' timelines on track. We also handle the antitrust implications of licensing arrangements, joint ventures and strategic alliances, particularly those that involve exclusive dealing or trade secret disclosure problems.

Back To Top

Banking and Financial Institutions
Manatt professionals have extensive experience in mergers and acquisitions of financial institutions (intrastate and interstate, entire organizations as well as selected operations). We consistently rank among the top firms for merger and acquisition transactions in the financial industry. We have handled many acquisitions and roll-up transactions for major banking clients, helped other clients sell, buy and merge with financial institutions nationwide, helped financial institutions acquire insurance agencies and leasing companies, and facilitated Federal Deposit Insurance Corporation (FDIC) receivership acquisitions. The range of transaction structures that we have facilitated in the banking industry include:

• Bank-to-bank mergers
• Bank holding company whole bank acquisitions
• Savings banks and industrial loan company transactions
• Specialty finance company and insurance company transactions
• Control, stake-out or passive private investments
• Hostile takeovers and management buyouts
• Branch acquisitions and divestitures
• Acquisition of insurance agencies, broker-dealers and finance companies
• Foreign financial institutions and foreign investors in U.S. banks

Our Banking practice group can handle all regulatory issues under the Bank Holding Company Act, Bank Merger Act, Change in Bank Control Act, and many other applicable federal and state statutes. In addition, we handle required approvals by the Federal Reserve Board, the Comptroller of the Currency, the FDIC and other federal and state regulators.

Back To Top

Bankruptcy and Restructuring
Manatt attorneys have the business skill and technical knowledge to help our corporate clients take advantage of the strategic opportunities presented by distressed loan and asset acquisitions. We assist creditors of multinational and non-U.S. NYSE-listed companies in assertion of their rights and in restructuring of debtors, both within and outside the insolvency procedures of the U.S. and other jurisdictions. In today's business environment, billions of dollars in quality assets are purchased out of Chapter 11 bankruptcy each year. We frequently represent existing clients looking to acquire assets of a bankrupt competitor, or new clients referred to us by parties in a bankruptcy filing who know our track record of successful distressed asset purchases. We use the techniques of a traditional corporate acquisition to shape the purchase strategy most advantageous to our client. We are familiar with brokers and financial institutions that facilitate distressed asset acquisitions, as well as the hedge fund community, and understand their strategies. We focus on crafting a bid with the features best calculated to meet the needs of creditors and secure the approval of the bankruptcy court.

Back To Top

Corporate Finance
Our corporate counseling activities encompass all aspects of financing mergers and acquisitions, including leveraged buyouts and management buyouts. We are highly experienced in public offerings and private placements of debt and equity securities for transaction financing. We also deal with traditional financing vehicles, including senior credit facilities, as well as mezzanine, subordinated and vendor-facilitated debt facilities and roll-up strategies. We help clients prepare and file registration statements and proxy statements.

Back To Top

Employee Benefits & Global Compensation
Executive compensation and employee benefits issues arise in every M&A transaction and very often influence the form and structure of the transaction. Manatt's employee benefit attorneys work with our M&A team to handle the due diligence phase of the transaction to identify potential benefit liabilities, negotiate the applicable transaction documents and assist in various transition issues. We assess and allocate the benefit and contractual liabilities that may accompany the acquisition or disposition of ongoing businesses among the parties involved. The participation of our employee benefit attorneys often involves the design and drafting of equity participation arrangements and golden parachute agreements, for which we analyze the potential income and tax implications.

We often provide our clients with advice on issues of executive retention, severance arrangements and post-transaction workforce and benefit plan integration. We advise selling and acquiring companies about the impact of unfunded pension, healthcare and other benefit plan liabilities as they relate to the value of the acquired company and to restrictive covenants in the acquisition financing.

Back To Top

Energy, Environment & Resources
When mergers and acquisitions involve energy and resource interests, as well as industry sectors which raise environmental liability concerns, Manatt's M&A counselors work closely with the firm's energy, environment and resource attorneys to perform pretransaction due diligence and assessment to minimize or eliminate environmental problems. Our work includes evaluation of prior or current business location operations, on-site and off-site disposal practices and potential liability to or from adjacent property owners. We help clients achieve their strategic objectives, while both protecting against and allocating risk and liability. As a result, for example, we have been very effective in facilitating asset purchases and sales in the energy industry.

Back To Top

Entertainment and Media
We handle the intellectual property aspects of merger and acquisition deals for licensors and licensees involving motion pictures, television programming and book publishing. Our firm has worked in all aspects of business combinations that produce and internationally distribute feature films, music and digital rights. Manatt attorneys advise clients on new and emerging protection and digital rights management issues, as well as more traditional matters involving rights clearance, global work-for-hire concerns, and the scope of fair use involving motion pictures, new media and Internet technologies and applications. We negotiate and draft complex copyright development, transfer and licensing agreements, and advise on the tax consequences when a client acquires, sells or licenses intellectual property. Our work also includes due diligence on entertainment-related companies, and on the entertainment-specific aspects of M&A deals.

Back To Top

HealthCare
As a national leader in health law, Manatt has extensive experience in acquisitions of publicly held and private healthcare businesses, including leveraged buy-out transactions as well as mergers and divestitures. We assemble a multidisciplinary team to make sure that hospitals and medical centers are positioned to avoid investigation or litigation of antitrust claims over delivery of healthcare services. Our work with nonprofit hospitals and health systems also includes related issues, such as the tax treatment of divesting for-profit subsidiaries and divisions, and mergers or joint ventures with for-profit and other nonprofit organizations. We prepare all regulatory filings and secure necessary government approvals.

Back To Top

Intellectual Property
We are unsurpassed at crafting business transactions that enable our clients to realize maximum value from their intellectual property portfolios. Manatt IP attorneys form joint ventures and strategic affiliations, and play key roles in structuring mergers and acquisitions. Often our work is on behalf of emerging growth companies in advanced technology applications. We represent their intellectual property rights as part of an overall growth strategy through business combinations. Our attorneys draft and negotiate "straight" patent licenses, cross-licenses, assignment and "license-back" agreements, as well as manufacturing agreements related to acquisitions and joint-operating ventures. In addition, we work to determine maximum evaluation, exploitation and protection strategies for all intellectual assets involved in business combinations.

Back To Top

International Operations
The M&A group advises U.S. and foreign clients on cross-border mergers and acquisitions and related tax and finance considerations. International business combinations frequently involve the exchange of stock registered in another country. We set up the deal structures that make such exchanges possible and advise shareholders on the tax treatment of the stock they receive. In non-stock combinations with foreign partners, we ensure that the deal is structured to minimize the tax consequences, and make certain that the intellectual property and investment rights of our clients are protected.

Beyond these direct business combination transactions, our ManattJones subsidiary helps clients develop and implement strategies to penetrate domestic and international markets through targeted acquisitions. It offers guidance to buying and selling companies regarding international market trends and opportunities, so they can make informed decisions on acquiring, keeping or divesting foreign operations. In transactions our ManattJones consultants offer a full range of business services, including:

• Helping buyers understand the political and economic risks involved in the deal
• Assessing the acquired firm's international business strategy and operations and recommend changes
• Providing due diligence on foreign business partners as acquisitions and as purchasers of divested operations
• Offering instructions and guidance for new owners on doing business and how to work with foreign governments, businesses and labor unions
• Assisting sellers of foreign operations in dealing with local political, press and labor implications

Our guidance has been particularly effective in transactions involving newly privatized businesses. For example, with the help of the professionals at ManattJones, a U.S. insurance company made a nearly $1 billion acquisition of a privatized Mexican insurance company.

Back To Top

Labor and Employment
Labor and employment issues can be among the most contentious aspects of complex M&A transactions. Our attorneys analyze the relevant labor contract and employee issues and advise on the due diligence investigations. One of our primary goals is to ensure that all facilities involved in a transaction comply with the Occupational Safety and Health Act. For all large employers, we counsel impacted parties on any requirements of WARN (Worker Adjustment and Restructuring Notice act) and CAL-WARN. In preparing documentation and due diligence for M&A transactions, we assess and allocate (among the parties involved) the benefit and contractual liabilities that may accompany the acquisition or disposition of ongoing businesses.

We also handle post-acquisition planning regarding union organizing campaigns, collective bargaining, unfair labor practices, employee policies (including trade secret and confidentiality issues, avoidance of violence in the workplace, arbitration and equal employment opportunity counseling) and litigation that might arise with employees or former employees following any transaction.

Back To Top

Litigation
Manatt is a recognized leader in handling complex securities and corporate governance disputes involving mergers and acquisitions. We represent general partners, investment advisers, corporate officers and directors, underwriters, brokers, lenders and insurers in SEC proceedings and actions by state and industry regulators, with a particular emphasis on defending allegations of fraud and misrepresentation. Our litigators also defend corporate officers and directors in federal and state securities class actions and derivative lawsuits over mergers and acquisitions, and related disclosure issues.

Back To Top

Nonprofit Organizations
Manatt regularly handles the special organization issues of corporate transactions involving multiple not-for-profits, such as mergers and asset acquisitions, or the sale of substantially all of a nonprofit's assets. For example, we provide antitrust and trade regulations counseling to guide the merger and acquisition activities of nonprofits such as health systems and trade associations.

Back To Top

Real Estate
We are particularly adept at counsel involving real estate investment trust (REIT) operations, including the purchase and sale of assets, as well as mergers and acquisitions. Our experience is part of Manatt's general capabilities in resolving tax, environmental, development and valuation issues related to the acquisition, development, holding and disposition of interests in real estate.

Back To Top

Taxation
Manatt lawyers have the business experience and tax expertise to ensure that merger and acquisition deals incorporate the necessary tax planning to minimize federal, state and transactional taxes. When acting as seller's counsel in a stock acquisition, we often utilize structures that combine cash and stock payment for maximum benefit, when stock can be received in payment by the seller tax-free. When representing sellers in an asset acquisition, we focus on issues such as avoiding two levels of tax and utilization of net operating issues. We also work to structure capital gains taxes to the seller's maximum advantage.

Our attorneys often advise buyer clients on depreciation, amortization and net operating loss strategies in the deal structure that provide substantial tax advantages once they assume control of the purchased business. We also help buyers (as well as prospective investors and lenders) with the tax aspects of financing the acquisition, particularly with regard to how tax considerations affect their borrowing costs in deals that emphasize cash. We also have substantial experience in the tax advantages of structuring divestitures by way of spin-offs or redemptions, and in structuring partnerships, limited liability companies and other transactional entities. When the transaction has cross border aspects, we provide advice and planning on international as well as domestic tax aspects.

Back To Top

Technology
We use our skill as business advisors to help growing technology companies accelerate their market penetration through strategic business combinations and alliances. As emerging technology companies often offer employees ownership in the company as a step toward further growth, we assist clients when corporate takeovers, mergers and acquisitions, and spin-offs and divestitures involve stock options and other complex equity compensation issues.

Our work in the technology area is extremely diverse. We represent clients in software development and licensing, hardware development and manufacturing, medical devices, life sciences and telecommunications. We organize and obtain financing for biotechnology start-ups and represent them in mergers valued in the billions of dollars. Our M&A work for technology companies also involves growth opportunities that facilitate the acquisition of smaller companies by those with greater resources and marketing advantages.

Back To Top