Mergers, Acquisitions & Divestitures

Benesch has been assisting multinational, middle market and emerging companies in connection with complex public and private mergers, acquisitions, divestitures and joint ventures for more than 50 years.  We have approximately 45 attorneys and legal assistants who are devoted to M&A transactions.

We counsel clients in all aspects of complex M&A transactions.  The types of M&A matters in which Benesch attorneys are engaged cover the full spectrum of negotiated and contested situations, including advance preparation/diligence for prospective targets, asset sales and purchases, mergers, corporate governance advice, joint ventures, leveraged buyouts, private equity, proxy contests, recapitalizations, stock sales and purchases and equity and debt offerings.  Benesch’s high degree of sophistication and expertise reflects the decades that our M&A attorneys have spent doing deals domestically and abroad.  Together with our high client service standards and entrepreneurial tradition, we are able to provide advice and assistance to our clients on a cost-effective basis.

Our team has completed hundreds of purchase, sale, minority investment or joint venture transactions in the past several years.  Many of these have involved businesses where we have been involved in creating the sell-or buy-side strategy in concert with the company’s financial advisor/investment banker.  We understand the importance of moving the deal forward, subject to potential regulatory constraints; each transaction has a pace to it that is important if momentum is to be maintained and positive results achieved.

Our clients tend to be acquisitive. Our range of EBITDA on transactions goes from single digits into triple digits; and we staff transactions according to the level of complexity.  The deals that we handle are national and often international in scope.  We are experienced in working on transactions across the country and overseas.  We have worked with firms worldwide and are a member of TerraLex, a strong International network of firms.

As an experienced “deal shop,” Benesch adds value by understanding and addressing objectives quickly and efficiently, thus reinforcing a virtual ongoing “best practices” system.  We believe that our ability to add value in these ways along with our responsiveness and our business-minded approach, distinguishes Benesch from other firms.

Tax

M&A transactions require the successful management and mitigation of tax obligations.  The team of tax attorneys at Benesch provides direction in navigating the complexities of taxation indicated by the transaction.  We are knowledgeable in addressing various tax-related issues which can effect transactions, such as availability of tax deferral to sellers; use of limited liability companies, joint venture entities and partnerships; and implications of financing structures on buyers, sellers, prospective investors and lenders. 

Our tax attorneys are involved with both taxable and tax-free purchase, sale and joint venture transactions, LBO’s, spin-offs, reorganizations and recapitalizations.  We have extensive experience in partnerships, limited liability company formation and structuring.  In every transaction, it is the goal of our team to consider and minimize the impact on our client’s tax costs.

Employee Benefits/ERISA

The outcome of M&A transactions is often influenced by the employee benefits and ERISA issues which arise throughout them.  During the due diligence phase of transactions, Benesch’s employee benefits team is engaged in order to identify possible benefits liabilities, negotiate relevant transaction documents and assist our clients in a variety of transition issues.  From drafting equity participation agreements and golden parachute agreements, to analyzing potential income and tax implications, our attorneys take the time to understand the unique employee benefits implications of each transaction.

Benesch’s employee benefits attorneys are experienced in providing our clients with counsel regarding executive retention, severance arrangements and post-transaction workforce and benefit plan integration.  We provide guidance to LBO’s, private equity funds, hedge funds and real estate partnerships. Our team ensures that each transaction is compliant with ERISA’s complex transaction guidelines, including VCOC and REOC rules.

Real Estate & Environmental

Real estate is a common component in the financial and strategic portions of M&A transactions.  Benesch’s team of real estate attorneys counsels clients through the complexities of joint ventures, private placements and public offerings, ground lease financing, mortgage loans, mezzanine debt and securitized assets.

We represent a wide variety of clients in connection with the purchase and sale of all types of real property, including sophisticated multi-state transactions, portfolios of properties, shopping centers, office buildings, industrial facilities and apartment complexes.  Our attorneys represent buyers, sellers, lenders, tenants and the various other parties either directly or indirectly involved in the acquisition and disposition of real estate.  The acquisition and disposition of shopping malls, strip centers, large office buildings, valuable vacant land, industrial facilities and corporate headquarters are frequently handled in conjunction with our real estate team.

M&A transactions can involve environmental and compliance challenges which require practical solutions.  Compliance counseling requires a thorough knowledge of existing environmental regulations, laws and regulations in the pipeline, and the marketplace responses to perceived environmental problems, particularly those not yet regulated.  Benesch’s knowledgeable team of environmental attorneys works closely with our clients on matters involving regulatory and environmental issues, and helps to attain and maintain compliance throughout M&A transactions.

Intellectual Property

Benesch’s IP transaction lawyers have substantial experience in all phases of a sale or transfer of intellectual property assets.  We help companies prepare for sale to enhance the value of their IP and perform due diligence for purchasers of intellectual property assets.  Our business acumen and extensive experience in all aspects of business negotiations provide clients sound counsel on appropriately structuring the transaction.  Services provided include conducting due diligence of targeted IP assets to identify strengths and weaknesses; conducting audits of IP portfolios and procedures to assess the value, scope and coverage; counseling clients on technology transfer strategies to maximize value; and drafting and negotiating agreements involving intellectual property, including licenses.

Labor & Employment

Benesch’s Labor & Employment Practice Group provides a full range of services to clients on a national basis.  From counseling clients on daily employment issues to the handling of the most complex litigation, our Labor and Employment lawyers have the experience, skills and commitment to service your needs to minimize the risks inherent in today’s workplace.  We are actively involved with many clients in the public sector as well as industries such as retail, automotive, health care, manufacturing, trucking, technology, food and beverage distribution, industrial product distribution, professional services and banking, and investments.