MERGERS AND ACQUISITIONS: DESCRIPTION

McKenna Long & Aldridge's Mergers and Acquisitions Practice is a cornerstone practice of the firm and is committed to excellence. We represent a broad range of clients — acquirers, targets, financial advisors, special committees, equity investors, leveraged buyout groups and shareholder groups — in connection with the complete spectrum of merger and acquisition transactions. Our experience also extends to contested transactions such as unsolicited bids, tender offers, proxy contests and other changes in corporate control.

We have significant experience in domestic and international transactions involving publicly owned and privately held businesses in many different industries. These transactions range in value from hundreds of thousands of dollars to billions of dollars. Regardless of the size of the transaction, we are committed to providing unparalleled service to our clients.

Our lawyers provide clients with comprehensive service in connection with merger and acquisition transactions, including:

• Assisting in transaction structuring, including analyzing regulatory, accounting and tax implications of alternative structures and, as necessary, negotiating resolution of those tax implications with appropriate regulatory authorities
• Organizing and conducting legal due diligence investigations, including risk assessments with respect to pending or threatened litigation and regulatory compliance issues
• Advising in connection with establishing or participating in auctions or competitive bid procedures
• Drafting and negotiating transaction documents
• Facilitating and implementing a broad range of financing alternatives
• Assisting in all tasks required to close the transaction, including obtaining all regulatory and third-party consents; organizing and qualifying special purpose acquisition entities; documenting all required transfers of assets and assumptions of liabilities; obtaining necessary board and shareholder approvals; registering securities for issuance and implementing employee benefit transition strategies
• Advising clients with respect to post-closing obligations and rights, including purchase price adjustments, earnouts and indemnification obligations
• Assisting with integration issues following the closing

MLA has a wide-ranging international transactions and investments practice that represents companies in their businesses in Europe, Asia, Latin America, the Caribbean and Africa. We provide both transactional and advisory services to our clients and work with local foreign counsel when needed, such as in the acquisition or disposition of a foreign business.

MLA offers a variety of services, including:

• Acquisition or disposition of foreign businesses, including acquisition of a foreign company and formation of a foreign subsidiary, or acquisition of the assets of a foreign business
• Contract and financing arrangements
• Foreign branch office formation
• Foreign distribution agreements and foreign representative agreements
• International tax planning
• Negotiating and documenting international joint ventures, strategic alliances and teaming arrangements

We have extensive experience in purchasing and selling international operations, conducting pre-bid due diligence and transaction negotiations, international mergers, structuring offshore companies and branch offices and sales of stock between foreign firms.

MLA lawyers work on international tax planning both for domestic clients with foreign operations or investments and for foreign clients with investments or operations in the United States. We advise on United States tax consequences of transactions and structuring to achieve the most favorable United States tax results. In doing so, we are cognizant of the overriding goal to minimize the client's worldwide tax costs and work with foreign tax advisors to accomplish that goal.