Olshan consistently delivers integrated strategic advice and exceptional results to leading public and private companies, private investment firms, and investors in their most complex, high-stakes M&A transactions globally.
Deeply immersed in market trends and dynamics, we evaluate, structure, negotiate, and execute deals that create and preserve value and protect against known and unknown risks.
We take a practical, creative, strategic approach, guiding clients at every stage of the M&A process.
Our team also has significant experience representing boards of directors and independent board committees (including special committees), senior management, and shareholders on a wide range of M&A-related corporate governance matters, including as to going-private transactions, anti-takeover defenses, shareholder activism and proxy contests.
Cross-Disciplinary Experience and an Integrated Team
Our M&A team, composed of attorneys from our Corporate/Securities Law, Tax, Shareholder Activism, Real Estate, Employment, Employee Benefits, Litigation, and Intellectual Property Groups, (among others), is fully integrated across practice areas. The result for our clients is extraordinary insight and a seamless experience guaranteeing all aspects of transactions are addressed and solutions tailored to meet each client’s business objectives.
We handle M&A-related matters, including:
- Stock and asset purchases
- Dispositions of businesses and assets including financially distressed assets in and out of bankruptcy
- Shareholder activism issues related to M&A transactions
- Negotiated acquisitions and unsolicited offers for public companies
- Roll-up transactions
- Leveraged buyouts
- Divestitures/spinoffs
- de-SPAC transactions
- Reverse mergers
- Tender and exchange offers
- Going-private transactions
- Joint ventures and strategic alliances
- Corporate governance concerns
- SEC reporting and compliance
- U.S. and cross-border transactions
Comprehensive Diligence
Fiercely committed to client service and success, we conduct comprehensive due diligence in M&A transactions, which can make the difference between success and simply closing a deal. When representing the acquirer, we work collaboratively with our client to establish the right team of professionals to review the target’s contractual obligations, agreements, regulatory environment, and key assets to uncover the risks of the target business. Our thorough preacquisition due diligence allows us to capably address antitrust concerns, regulatory and license matters, employee benefits and executive compensation impacts, federal securities law considerations, corporate succession planning, and other M&A-related legal matters posed by the transaction.
A Leading M&A Law Firm
Ranked as one of the top 20 midsize “Hot List” firms in the U.S. by The National Law Journal, our Corporate/Securities Law Group is committed to forward-thinking, outcome-focused client service. We are proud of our many longstanding client relationships with some of the most sophisticated participants in the M&A space.
We have successfully represented companies in transactions from the low millions to nearly a billion dollars and were awarded “Deal of the Year” and “Activist Campaign of the Year” by The Deal for some of our M&A work.
- Represented Chatham Asset Management in its successful acquisition of R.R. Donnelley & Sons Company following its bid to acquire the company.
- Represented I.D. Systems in its $140 million cash and stock acquisition of Pointer Telocation Ltd., an Israeli public company, and reorganization pursuant to which I.D. Systems and Pointer became wholly owned subsidiaries of PowerFleet, Inc., a new public holding company dual-listed on the Nasdaq Global Market and the Tel Aviv Stock Exchange.
- Represented GlobalSCAPE, a public company and a pioneer in securing and automating the movement and integration of data, in its merger with HelpSystems pursuant to which HelpSystems acquired all outstanding shares of GlobalSCAPE for $9.50 per share in a transaction structured as a tender offer followed by a merger, valued at approximately $217 million.
- Represented an NYSE-listed hospitality company in a $800 million merger with a private equity firm.
- Represented Success Foods Management Group, LLC (d/b/a Torchy’s Tacos) in a significant minority private equity investment by General Atlantic. Following this transaction, we represented the founders of Torchy’s Tacos in the $325 million sale of their membership interests to affiliates of T. Rowe Price, D1 Capital Partners, Lone Pine Capital, and XN Capital.
- Represented Landry’s, Inc. in its acquisition of B.R. Guest Holdings, which owns and operates restaurant concepts including Atlantic Grill, Bill’s Bar and Burger, Blue Water Grill, Dos Caminos, Isabella’s and Strip House, from an affiliate of Starwood Capital Group.
- Represented Tallan, Inc., a technology solutions company, in connection with its sale of substantially all of its assets to Ernst & Young LLP.
- Represented a SPAC sponsor in a SPAC formation and IPO transaction, and a successful $1 billion-plus business combination, convertible debt, and PIPE transaction with a Norway-based developer of next-generation battery cell production capacity.
- Represented a multistate, veterinary-medicine group in its formation and roll-up acquisitions of more than 25 practices.
