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
  • 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 Director 412-297-4624
Aulbach, Ronald T. Director 412-297-4751
Baseman, Mark I. Director 412-297-4956
Berkey, Jeffrey T. Associate 412-297-4869
Carson, Christopher B. President and CEO 412-297-4824
Cheung, Noland J. Director 412-297-4837
Chiu, Bruce H. Director 412-297-4933
Clark, Matthew H. Director 412-297-4606
Cook, V. Susanne Director 412-297-4741
Crossett, Lauren M. Director 412-297-4750
DeRosa, Paul J. General Counsel & Director 412-297-4821
Dougherty, Michael J. Director 412-297-4808
Elliott, Jack W. Chairman & Director 412-297-4859
Flowers, Andrew T. Director 412-297-4835
Gerstnecker, Amanda R. Director 412-297-4757
Handy, Alicia A. Associate 412-297-4645
Huff, Jasmine E. Associate 412-297-4640
Kalson, David J. Director 412-297-4975
Martin, Marie Batz Director 412-297-4790
Myers, Christopher E. Director 412-297-4865
Nevin Jr., Hugh W. Director 239-390-1900
Peters, Jeffery D. Director 412-297-4868
Rosen, Richard D. Director 412-297-4927
Silverman, Michael E. Director 412-297-4937
Stabile, Mark R. Director 412-297-4966
Steiner, Andrea Director 412-297-4736
Taibl, Steven M. Director 412-297-4973
Thel, Christopher G. Director 412-297-4929
Tillapaugh, Christie B. Director 412-297-4603
Wingerter, John F. Director 412-297-4981
Winterhalter, Michael D. Director 412-297-4968