Mergers and Acquisitions; Joint Venture

Becker Glynn represents a wide variety of industrial and services companies, family stakeholders and private equity and other financial investors in a range of M&A and joint venture investments throughout the U.S. and beyond.  The Firm’s core M&A and JV activity focuses on mid-market transactions (typically with deal values of under $100 million, although the Firm has also handled much larger transactions), and the Firm often acts on behalf of clients from outside of the U.S.

The Firm’s M&A and JV practice involves all stages of the deal process, including:

• Tax and other deal structuring;

• LOIs, non-disclosure agreements and other preliminary deal documentation;

• Full legal due diligence review of target (and management of the legal due diligence process on behalf of sellers);

• Preparation and negotiation of transaction documentation (including as part of auction processes), including:

  • asset and stock/equity purchase agreements for M&A transactions;

  • operating agreements for limited liability company-based JVs (and shareholder agreements and similar documentation when other entities are used as JV vehicles);

  • management and employment arrangements for the post-closing transfer or retention of employees and management after the deal; and 

  • escrow, transition service and other ancillary agreements, including leases and sales of real estate;

• Representation and warranty insurance; and

• M&A/deal-related litigation and settlements.

Examples of recent deals our team has successfully negotiated and closed include representing:

• German client in respect of the sale of SEMCO Aerospace, LLC, its U.S. aviation safety service business;  

• Italian medical device company Limacorporate SpA in its milestone-based acquisition of Tennessee-based Techmah Medical, LLC; 

• Italian pharmaceutical company Olon SpA in its acquisition of the chemical division from Ohio-based Ricerca Bioscience LLC via an asset purchase transaction;

• Germany-based the Possehl Group in its combination of its manroland web systems business with the business of Goss International; 

• Dutch Royal FrieslandCampina N.V. in its acquisition of Jana Foods, LLC and affiliates; and

• Cementos Pacasmayo S.A.A. in its joint venture with Mitsubishi to develop phosphate reserves in Peru.

The Firm’s attorneys have considerable experience in working with clients from various jurisdictions outside the U.S., including notably Germany, Austria, Italy, The Netherlands, Spain, the U.K., Belgium, France, Brazil, Peru, Russia, Argentina and Israel.  Becker Glynn lawyers regularly work in various foreign languages in support of the Firm’s M&A and JV practice, including Spanish, Portuguese, Italian, German, Russian, Mandarin and Korean.