Mergers and Acquisitions

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Mark A. B. Carlson
 

Baker Donelson attorneys assist clients in a range of transactions, such as stock and asset acquisitions, mergers, going-private transactions, corporate spin-offs and joint ventures. Acting as counsel to both buyers and sellers, we have significant experience representing clients in many different industry segments and have dedicated resources to make sure that we understand every aspect of our client's business.

Our team of corporate, transactional and M&A attorneys know that clients expect their lawyers to provide strategic counsel and practical solutions delivered on time and on demand. Often, however, transactions require a multi-disciplinary but unified approach to complex transactions that draws from attorneys with deep industry knowledge across several legal specialties. Our experience includes representing clients from a wide spectrum of industries such as technology, hospitality, financial services, energy, manufacturing, drug/biomedical, retail, aviation, gaming and transportation. Further, we regularly are called to draw on our knowledge of state corporate law, tax, ERISA, securities law, labor and employment, environmental and intellectual property.

The key to a successful engagement lies in the client-favored outcome of each transaction. Through a combination of industry experience, transactional knowledge and ongoing communication, Baker Donelson has repeatedly achieved positive results and exceeded client expectations.

Case Study

Teamwork and Experience Key to Expanding Global Footprint

A manufacturer with domestic and international distribution systems was looking for a way to take advantage of the historically low value of the dollar against foreign currencies by quick expansion of its international distribution network. The company also needed a means to finance its expanded inventory cycle without additional borrowing. The solution: find a strategic partner with distribution and financial muscle, as well as a compatible corporate culture. After identifying a suitable potential joint venture partner and negotiating the business concepts that would be key components of the deal, the company asked for Baker Donelson's assistance in making the transaction a reality.

Baker Donelson assembled a team of lawyers with experience in the core governance, lending, tax, intellectual property, antitrust, international trade and distribution issues involved in the two-way trade and financial transaction. The team's first task was to help the client fashion a letter of intent covering the major business and legal points of the transaction. Because of the internal approval processes on both sides, this was a key first step in the transaction. Once the letter of intent was signed, the client and the Baker Donelson team went to work crafting the necessary documents for the transaction. This required working with the other party and its counsel to arrive at a contractual framework that addressed the broad parameters of this heavily nuanced relationship. The consensus building approach among the joint venture partner's business units produced an elongated and often unpredictable negotiating process, with conference calls before and after U.S. business hours to accommodate time zone differences.

Dividing the work among the legal team members based on area of practice allowed the negotiations and documents to move forward rapidly on several fronts simultaneously. The team leader coordinated the work to assure that the complex puzzle pieces fit together and the work was done efficiently. This team of experienced legal professionals and the client were able to identify and answer hard questions, which in turn produced the creative contractual solutions necessary to harmonize two divergent corporate cultures. The resulting long-term arrangement was ideally suited to meet the client's business objectives while protecting its assets, culture, brand and values.