Mergers and Acquisitions
Dinsmore & Shohl LLP’s attorneys complete numerous mergers and acquisition transactions each year. Whether it is a large, diversified, multi-national corporation that needs to rebalance its portfolio of businesses through a strategic sale or acquisition, or a family business with a succession or estate tax problem, our attorneys have the experience and up-to-date technical knowledge to guide clients through even the most difficult merger and acquisition transactions. We have handled all forms of transactions including stock, asset, and mergers.
Our services include:
Pre-transaction Planning and Counsel
Often the steps taken before a company is presented with a potential business acquisition or sale can make a significant difference in maximizing a successful business outcome. Our attorneys are available to work with clients offering pre-transaction planning and advice well in advance of the transaction.
All Aspects of Due Diligence
We can provide investigations on behalf of both sellers and buyers. We assist buyers in determining the true picture of the target, good or bad; we assist sellers in developing the disclosure of all necessary information to satisfy contractual obligations and avoid future liability exposure.
Transaction Structuring
Designing the optimum legal structure of an acquisition is essential. This can include the tax analysis intended to minimize negative tax consequences and the specialized securities law experience necessary to comply with state and federal securities law requirements in equity transactions.
Transaction Negotiation
We assist our clients in the negotiation process. Dinsmore & Shohl LLP attorneys are skilled and knowledgeable negotiators.
Problem Solving
Obstacles to closing sometimes arise in an acquisition or merger. We pride ourselves on our ability to solve these problems as expeditiously as possible to complete the closing. Our goal is to get the deal done in the most efficient and effective manner.
Post-closing Matters
Dinsmore & Shohl LLP attorneys continue to provide advice and counsel following closing including post-closing obligations involving earn-out provisions, indemnification and escrow arrangements, and other post-closing issues. We have the experience necessary to bring such matters to a successful conclusion. In some cases, industry-specific experience can be invaluable in properly structuring, negotiating, and closing an acquisition. Many of our attorneys have specialized knowledge in particular industry categories. We have a wealth of experience in:
• Manufacturing businesses
• Consumer products businesses
• Software and other computer-related businesses
• Banking and financial institutions
• Broadcasting
• Hospitals and other healthcare businesses