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Kelley Drye's Mergers & Acquisitions Practice Group is comprised of
attorneys experienced in complex corporate transactions who regularly represent
a broad range of domestic and foreign industrial corporations and financial institutions
in their M&A-related deals, which encompass an equally broad range
of industries and businesses.
Our M&A attorneys are typically involved in transactions at an early stage
and provide advice regarding the development of strategies for achieving our clients'
business objectives, structuring the transaction and addressing financing arrangements
when required. We provide counsel on initial proposals, bid packages, letters of intent, assembly and
supervision of data rooms, due diligence, document preparation and negotiations,
among other related matters.
The Group regularly represents clients in the acquisition of U.S.-based businesses,
whether in the form of share or asset transaction or triangular merger structures,
and whether taking the form of straight acquisitions or leveraged buy-outs. We
represent many clients on an ongoing basis, as well as clients who, based upon
our expertise and reputation, retain our services for specific transactions. By
maintaining an electronic based file of standard document and checklist provisions,
attorneys in the Group have the ability, on an expedited and efficient basis,
to generate requisite due diligence checklists, letters of intent and master and
ancillary transaction documents.
In representing clients contemplating divestitures, we regularly provide advice
regarding creation of data rooms, relevant rules and procedures and document indices,
information books, and requests for bid documentation. Our Group maintains standardized
language for confidentiality agreements in their varied formats. In those instances
where our clients are individuals (most often founders selling their interest
in the company they created), we devote special attention to those agreements which
will regulate their rights in and to dispose of any shares of the acquiring corporation
which they may receive in consideration for the sale, including voting arrangements,
antidilution protection, rights of first refusal and "tag along" and
"drag along" provisions.
Strategic alliances or joint venture transactions are regularly serviced by our
Mergers & Acquisitions Practice Group across a broad range of industries.
While many concepts applicable to acquisitions and divestitures, including due
diligence procedures, are relevant to joint ventures, we recognize that in many instances the technology and other intellectual
property of one party to the transaction is the basis for the business arrangement.
In these cases, particular attention is devoted to intellectual property issues,
whether involving domestic or cross border licenses or transfers.
A significant focus of the Firm's M&A practice consists of representing
non-U.S.-based clients in transactions relating to U.S. matters. Our attorneys
regularly advise both Asian and European companies in acquisitions of new businesses
in the U.S. and their dispositions of U.S.-based assets. As such, we have had considerable
experience with obtaining regulatory clearances from the Committee on Foreign Investment
in the United States which has responsibility for addressing national security concerns.
Likewise, we represent both U.S.-based and non-U.S.-based clients in cross border strategic alliance
matters. Increasingly we represent non-U.S. clients in complex transactions which
require sophisticated structural, documentation and negotiating services, but
which do not necessarily have any U.S.-based nexus. Our attorneys maintain the
capacity to staff transactions with attorneys who are fluent in more than a dozen
languages and take particular pride in their ability to work closely as part of
the transaction team established by our non-U.S. clients.
In providing a full service M&A practice for our clients, the Group draws
upon the expertise of Kelley Drye attorneys in many other practice areas to the
extent required in any particular transaction. Among the Kelley Drye attorneys
regularly involved as part of our transactions team are attorneys specializing
in corporate tax matters,
antitrust and trade regulation matters,
sophisticated securities law matters,
environmental law,
labor law,
employee benefits matters,
intellectual property law and
real estate matters.
We maintain expertise in various regulatory areas, for example, in FAA and FCC matters, and have close working
relationships with counsel in many other specialized regulatory areas.
The ability to rapidly prepare and move documents is a fundamental requirement
for M&A practice. Accordingly, Kelley Drye's IT systems and communications
links facilitate the ability of the our M&A attorneys to move documentation
around the globe and our around the clock word processing facilities in our New
York allow our M&A attorneys to draft and edit documents from wherever they
may be working on client matters and at whatever time or day of the week.
We bring the same focus on costs and efficiencies to large complex transactions
as we do to smaller transactions by adhering to the same staffing practices and
organizational procedures which address the varied requirements of our clients.
No matter how large or small a transaction is, we pride ourselves on being truly
responsive and accessible to our clients at all times. We utilize our vast experience
and capabilities to provide truly value added services to our clients. In doing
so we recognize that we are part of a team assembled by our client for a particular
transaction and work in that capacity successfully to achieve our client's timing
and business objectives.
For further information about Kelley Drye's Mergers & Acquisitions Practice Group, please contact:
Jane E. Jablons
(212) 808-7660
jjablons@kelleydrye.com
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