Mergers & Acquisitions
Munsch Hardt attorneys handle a full range of merger and acquisition activities — from large public mergers to medium and small private acquisitions and dispositions — for public and private companies. Our clients are engaged in virtually every industry including high technology, telecommunications, manufacturing, entertainment, banking, financial services, health care, retail service and energy. We represent buyers, sellers, investors, shareholders, boards of directors, special committees of boards of directors and financial advisors in structuring, negotiating and consummating complex business combinations and financing transactions.
Our attorneys are experienced in all aspects of purchase and sale transactions including structuring, financing, due diligence, contract negotiation and consummation of the transaction. We provide assistance to our clients through an interdisciplinary group of attorneys from other sections within our firm including attorneys concentrating in intellectual property, employee benefits, tax, creditors' rights, real estate and litigation matters. In each transaction, the group members participate, as appropriate, in various phases of the deal, from due diligence to preparation and negotiation of the contract, to the closing. Our work encompasses all types of business combinations and financing transactions and includes:
- Negotiation of transactions including tender offers, mergers, spin-offs, leveraged buyouts and recapitalizations, and significant corporate investments
- Acquisition and dispositions of public and of privately held companies
- Friendly and hostile takeovers
- Going private transactions
- Defensive planning and restructuring
- Advice to boards of directors and special committees with regard to their fiduciary duties in takeover situations
- Representation of the management by objectives of a children's entertainment product properties business.
- Representation of a private software company in a divisive merger with a public software systems company.
- Representation of an insurance services software company in connection with business process outsourcing and licensing matters.
- Representation of a buyer of an $80 million horse racing track and related facilities.
- Representation of a private manufacturing company in $85 million leveraged recapitalization.
- Representation of a private software company in acquisition of stock of a private software company in Europe.
- Representation of a private distributor of industrial equipment in a sale to a publicly held manufacturer.
- Representation of a privately held restaurant company in a buyout of a publicly held company's investment in the client.
- Representation of a holding company's reorganization involving a combination of two separate restaurant concepts under a single holding company.
- Representation of the special committee of the board of directors of CapRock Energy Corporation in its sale and going private transaction with a private equity group.
- Representation, as a member of the special committee of the board of directors, in negotiating and completing the $8.3 billion Canadian merger of Teleglobe, Inc. with BCE, Inc.
- Representation of public defense industry and telecommunications company in its sale to a General Electric subsidiary.
- Representation of the management team in the sale of a public aerospace parts distribution company to Boeing.
- Representation of the management team in the sale of a public telecommunications software company to Oracle.
- Representation of a public telecommunications parts distributor in its sale to another public company.
- Representation of a 100 shareholder private company making a $250+ million venture capital investment in a merger/squeeze-out bid for a public company.
- Representation of a public company in a merger with a public company involving an excess of $1 billion of cash and securities.
- Representation of a company in its merger with a public company involving an excess of $45 million of securities.
- Representation of a software development company in a $115 million merger/sale to a publicly held software applications company.
- Representation of a Houston, Texas based public company in a merger involving an excess of $200 million of securities.
- Representation of a United States public company in its initial preferred stock investment in a United Kingdom company traded on the London Stock Exchange (LSE) and the subsequent representation of the United States company in its takeover bid for the entire company.
- Representation of a domestic company in its acquisition of a public Canadian cable company.
- Representation of a domestic public company in its acquisition of a European company for cash and stock.
- Representation of an automotive parts distributor in its sale for cash to a public company.
- Representation of a toy distributor in its sale to financial buyers.
- Representation of a communications company in its sale to Motorola, Inc.
- Representation of a chip technology company in its sale to a public company.
- Representation of a software company in its sale to a public company.
- Representation of a public company in its attempt to acquire a public satellite television company.
- Representation of a public hotel company in its takeover fight with a group of shareholders.
- Representation of a steel manufacturing company in its sale of control to a private equity firm.
