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Chris Bellini discusses the Chancery Court's findings in Akorn, and how the decision provides an excellent framework for understanding how the court analyzes MAE clauses and provides a useful roadmap for how buyers should act when confronting unforeseen post-signing issues.
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Cozen O’Connor’s attorneys have decades of experience helping a remarkably diverse set of clients execute advantageous purchases or sales. We represent Fortune 500 and other multinational corporations in their largest mergers and acquisitions, and we also serve as lead corporate counsel for family-owned entities, startups, and other mid-sized entrepreneurial enterprises. Our mergers and acquisitions attorneys negotiate asset sales and purchases; stock sales and purchases; mergers, consolidations, and joint ventures; and spin-offs, roll-ups, and recapitalizations. They regularly close deals valued from tens of millions to billions of dollars.
Our lawyers approach every transaction with a sense of urgency and purpose. They do not waste time belaboring the reasons why an approach is unworkable or endlessly cataloguing the obstacles to success. In the course of any deal, challenges inevitably arise. But a good lawyer finds sensible solutions in an efficient manner and keeps the project moving forward. Tenacity is particularly critical to closing deals in this post-credit-crisis economy, where all parties must proceed with greater caution and use more deliberate valuation techniques. In this challenging environment, clients trust us to complete their most time-sensitive projects.
In order to execute successful transactions, attorneys must have a clear understanding of clients’ underlying business and long-term aspirations. The lawyers at Cozen O’Connor have both the business and financial background to conduct a deep analysis of client operations, market position, and trajectory – and this big-picture analysis informs every aspect of deal strategy. Guided by a real understanding of their clients’ core interests, our lawyers can adjust and recalibrate as a deal moves along without losing sight of the ultimate goal.
It is equally important that attorneys have a clear understanding of the interests of the deal counterparties. Merger and acquisition work is not about beating an opponent, but about reaching a mutually beneficial agreement – a win-win. This requires skillful negotiation, respect for other parties, and an instinctive understanding of when to take and when to give. Cozen O’Connor attorneys, known for their candor and professionalism, take care to ensure that even tough negotiations remain productive and collegial.
Cozen O’Connor employs a very different staffing method than most large law firms. We do not believe clients are best served by sprawling teams of undermanaged associates. At our firm, high-level deals are executed by small teams of lawyers led by an experienced senior attorney. Clients have a single point of contact, a veteran lawyer who knows every aspect of the deal and can provide prompt and sophisticated counsel around the clock. This level of peer-to-peer service is what enables an outside lawyer to become a trusted advisor.
SERVICES
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Represent clients in asset and stock sales and purchases
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Conduct mergers and consolidations
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Negotiate cross-border transactions
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Execute spin-offs and roll-ups
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Participate in auction transactions, as a seller or bidder
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Negotiate joint ventures
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Effectuate recapitalizations
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Navigate transaction-related and industry-specific regulatory requirements
CLIENTS
We advise a diverse group of clients, from small family-owned enterprises to large multinational corporations. Our clients operate in many industry sectors, including chemical, health care, pharmaceutical, consumer products, telecommunications, automotive, energy, information technology, transportation and logistics, financial services, entertainment, and manufacturing.
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Strategic and financial sellers
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Strategic and financial buyers
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Industry consolidators
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Target companies
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Financial intermediaries
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Investment advisors
TEAM
The practice group includes attorneys who have been conducting major business transactions for decades. Our mergers and acquisitions attorneys not only have top-tier corporate law experience, but also have the unique perspective that comes from having worked in the corporate world. The group includes members of major corporate and nonprofit boards, former general counsel and in-house counsel to multinational companies, and certified public accountants. Several of the group’s most senior transactional attorneys frequently lecture and publish articles on relevant topics. Additionally, the mergers and acquisitions team is ranked by Chambers and Partners USA.
In mergers and acquisitions, where efficiency is paramount, it is essential that lead transactional attorneys be able to quickly call on lawyers in other practices, including antitrust, tax, employee benefits, environmental, real estate, labor and employment, and intellectual property. It is not unusual for lawyers from multiple disciplines within the firm to work closely with one another and our clients, as well as with deal counterparts, financiers, accountants, and other advisors. At Cozen O’Connor, our internal structure and firm culture support this kind of cross-practice collaboration.