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Mergers & Acquisitions

Many American companies have a life cycle that includes at least one merger or acquisition. When strategic opportunities present themselves, corporate boards have a fiduciary duty to evaluate the merits of such opportunities and, under certain circumstances, present the opportunities to equity holders. In the context of an ESOP-owned company, additional obligations imposed under federal law must be carefully considered both during the evaluation of the merits of an offer and while negotiating and consummating a proposed transaction.

We have significant experience with traditional mergers and acquisitions and enjoy a robust practice devoted to mergers and acquisitions involving ESOP-owned companies. We counsel corporate boards as they evaluate and negotiate offers to ensure they satisfy applicable state corporate law and ERISA fiduciary obligations. In addition, we counsel ERISA fiduciaries as they evaluate and negotiate offers and definitive agreements. We have particular experience representing corporate boards and ERISA fiduciaries with vote pass through procedures and disclosures required by the Internal Revenue Code.