Corporate & Tax

Mergers & Acquisitions

The goals of our Business Counsel and Transaction Services Group are to provide clients with the legal advice and support they require to manage their day-to-day business affairs as well as the resources necessary to effect strategic transactions of all sizes and levels of complexity.  In these roles we serve as an extension of our clients’ legal departments or as general counsel to clients without a legal department. With more than 50 attorneys, the group represents the heart of our business practice.

Our attorneys represent purchasers and sellers of businesses in a diverse range of industries with a focus on public and private company middle market transactions valued between $5 million and $750 million. Our transactional lawyers work with subject matter specialists in a multi-disciplinary team approach from the structuring and due diligence phase through negotiation and financing to completion of the transaction.

Our transactional clients include start-up technology companies spun-out from local universities, family and closely-held businesses, public companies, the United States divisions of multi-national corporations and private equity and mezzanine funds. Whether on the buy-side or sell-side our transactional lawyers work closely with the clients’ financial advisers and the lawyers in our tax and securities practices to conduct a process and structure a transaction that is best suited to maximizing benefits to our clients, including:

  • Share purchases
  • Share exchanges
  • Asset purchases
  • Mergers, including forward and reverse triangular mergers
  • Tender and exchange offers
  • Management buyouts
  • Joint ventures

In our role as transaction counsel we advise boards of directors with respect to their fiduciary duties and disclosure obligations under applicable state corporate and federal securities laws, including preparation of any required SEC filings and shareholder disclosure documents.

Our M&A Services include;

  • Legal due diligence
  • Work closely with corporate development professionals, investment bankers and accountants
  • Advising on transaction structure
  • Tax analysis
  • Advising boards of directors on their fiduciary duties
  • Negotiating transaction terms
  • Drafting and negotiating letters of intent and other deal process documents
  • Drafting and negotiating acquisition and related agreements
  • Preparing proxy and information statements
  • Leading the transactional team/managing timelines, tasks and responsibilities
  • Post-closing strategy

 

 

We represent both buyers and sellers in a wide-variety of strategic acquisitions including;

  • Publicly traded manufacturing and services company in its acquisition of a publicly traded brand solutions company
  • International healthcare company in the sale of its U.S. interventional business to a publicly traded provider of medical solutions
  • Healthcare management and technology services company in its sale by merger to a Fortune 100 healthcare services and information technology company
  • Industrial sand producer in its sale to a publicly traded energy services company
  • Publicly traded company in its acquisition of a privately held luxury brand furnishings design and manufacturing company
  • Private equity fund and its portfolio company in its acquisition of privately held aircraft maintenance and MRO company
  • Private equity fund in its acquisition from a public company of a leading specialty reseller and distributor of electrical components
  • Private equity fund in its acquisition of a leading provider of supply chain management services and vendor managed inventory programs to original equipment manufacturers
  • Strategic buyer in its acquisition of agricultural herbicide manufacturing business
  • Private equity fund in its acquisition of industrial hose manufacturer and distributor
  • Publicly traded manufacturing and services company in its acquisition of a publicly traded brand solutions company
  • International healthcare company in the sale of its United States interventional business to a publicly traded provider of medical solutions
  • Healthcare management and technology services company in its sale by merger to a Fortune 100 healthcare services and information technology company
  • Industrial sand producer in its sale to a publicly traded energy services company
  • Publicly traded company in its acquisition of a privately held luxury brand furnishings design and manufacturing company
  • Private equity fund and its portfolio company in its acquisition of privately held aircraft maintenance and MRO company
  • Private equity fund in its acquisition from a public company of a leading specialty reseller and distributor of electrical components
  • Private equity fund in its acquisition of a leading provider of supply chain management services and vendor managed inventory programs to original equipment manufacturers
  • Strategic buyer in its acquisition of agricultural herbicide manufacturing business
  • Private equity fund in its acquisition of industrial hose manufacturer and distributor
  • Private equity fund in its acquisition of U.S. and Chinese manufacturer of industrial controls
  • Strategic seller in its disposition of industrial lubricants and cleaning materials business

 

Corporate & Tax

Mergers & Acquisitions

Data table
Anderson, S. Curt Associate 412-297-4624 canderson@cohenlaw.com
Aulbach, Ronald T. Director 412-297-4751 raulbach@cohenlaw.com
Baseman, Mark I. Director 412-297-4956 mbaseman@cohenlaw.com
Berkey, Jeffrey T. Associate 412-297-4869 jberkey@cohenlaw.com
Carson, Christopher B. President and CEO 412-297-4824 ccarson@cohenlaw.com
Cheung, Noland J. Director 412-297-4837 ncheung@cohenlaw.com
Chiu, Bruce H. Director 412-297-4933 bchiu@cohenlaw.com
Clark, Matthew H. Director 412-297-4606 mclark@cohenlaw.com
Cook, V. Susanne Director 412-297-4741 scook@cohenlaw.com
Delo, Emilie B. Associate 412-297-4738 edelo@cohenlaw.com
DeRosa, Paul J. Director 412-297-4821 pderosa@cohenlaw.com
Dougherty, Michael J. Director 412-297-4808 mdougherty@cohenlaw.com
Elliott, Jack W. Chairman & Director 412-297-4859 jelliott@cohenlaw.com
Flowers, Andrew T. Director 412-297-4835 aflowers@cohenlaw.com
Gerstnecker, Amanda R. Director 412-297-4757 agerstnecker@cohenlaw.com
Kalson, David J. Director 412-297-4975 dkalson@cohenlaw.com
Mangold, Jr., Jay R. Associate 412-297-4732 jmangold@cohenlaw.com
Myers, Christopher E. Director 412-297-4865 cmyers@cohenlaw.com
Nevin Jr., Hugh W. Director 239-390-1900 hnevin@cohenlaw.com
Peters, Jeffery D. Director 412-297-4868 jpeters@cohenlaw.com
Rosen, Richard D. Director 412-297-4927 rrosen@cohenlaw.com
Silverman, Michael E. Director 412-297-4937 msilverman@cohenlaw.com
Stabile, Mark R. Director 412-297-4966 mstabile@cohenlaw.com
Steiner, Andrea Director 412-297-4736 asteiner@cohenlaw.com
Taibl, Steven M. Director 412-297-4973 staibl@cohenlaw.com
Thel, Christopher G. Director 412-297-4929 cthel@cohenlaw.com
Tillapaugh, Christie B. Director 412-297-4603 ctillapaugh@cohenlaw.com
Wingerter, John F. Director 412-297-4981 jwingerter@cohenlaw.com
Winterhalter, Michael D. Director 412-297-4968 mwinterhalter@cohenlaw.com