The due diligence process
should be commenced as early as possible in the transaction in order for
the major issues and potential pitfalls to be identified and tackled
forthwith as this will have a bearing on the structure of the
transaction, terms and warranties. Very often, legal due diligence is
conducted in parallel with financial due diligence, as the legal due
diligence may well serve as a check on the conclusions of the financial
due diligence.
CCA advises in the area of
mergers and acquisitions, representing buyers, sellers, investment
bankers, and lenders in connection with various types of acquisition
transactions.
Our M&A clients range from
small privately held businesses to multinational companies. We counsel
these clients in complex transactions including mergers, sales and
purchases of shares and assets, tender offers, exchange offers, and
leveraged buy-outs. Our representation of sellers has often involved the
representation of special independent committees of directors in
acquisitions in which the management of a corporation may be viewed to
have a conflict of interest. Similarly, our representation of buyers has
often involved the representation of management or a management-led
group of financial buyers.
We have been involved in
transactions that have been both friendly and hostile, that have
involved foreign and domestic participants, and that have employed a
myriad of acquisition structures and forms of consideration. In addition
to our lawyers’ specialized M&A skills, our M&A lawyers have a breadth
of experience in
corporate law and
governance, securities regulation,
finance, and the other
corporate disciplines important to the successful completion of any
transaction.
Our M&A clients span the
entire spectrum of industries, including financial services, medical
devices, manufacturing, software and technology, new economy businesses,
pharmaceuticals, professional services, publishing, and professional
sports.
Private Companies
Although transactions
involving private or family held business may not make the headlines,
they are an important part of our practice, and we recognize that they
are of vital importance to the companies, and the people, involved. We
have broad experience representing these businesses, as well as in
representing private-equity buyout firms and debt and equity investors.
Our broad experience and our multi-disciplinary team approach to these
transactions is often crucial, especially when one or both companies may
have never been through the acquisition process before.
Interdisciplinary
Approach
Our M&A clients enjoy the
benefits of working with a diversified law firm. As our M&A lawyers
coordinate the representation of a buyer or seller, they work closely
with lawyers in CCA’s other practice groups to provide critical support
for today’s complex transactions. These other areas of practice often
include tax,
antitrust and competition,
real estate,
banking
and
financial services, and
litigation.