Mergers & Acquisitions

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Companies frequently turn to Downey Brand to represent their interests in merger, acquisition, and spin-off transactions.

Our firm has handled some of the most prominent mergers, acquisitions, and corporate restructurings in the region with clients ranging from emerging companies to Fortune 500 corporations. We are accustomed to working with clients with diverse needs, expectations, and budgets and can accommodate simple transactions as well as those that require specialized expertise. Our mergers and acquisitions lawyers bring a creative and results-focused outlook to each transaction, and we strive to deliver efficient, timely, and professional results.

Downey Brand has substantial experience representing shareholders, boards of directors, sellers, lenders, acquirers, and financial institutions in merger and acquisition transactions across a diverse range of industries, including transportation, real estate, banking, telecommunications, manufacturing, agriculture, technology, life sciences, retail, consulting, healthcare, and construction. Our team of corporate lawyers plays a crucial role in structuring, negotiating, and executing merger, acquisition, and spin-off transactions for our clients.

As a full-service law firm, Downey Brand provides comprehensive legal analysis for our clients through each step of the transaction. We have the requisite expertise to provide guidance on corporate governance, tax, real estate, title review, environmental, employment, intellectual property, licensing, and regulatory compliance matters. Our mergers and acquisitions attorneys team with other firm practice groups to provide an integrated approach to each transaction.

Selected Experience

Advised $900 million publicly-traded bank holding company on acquisition of $200 million bank in merger transaction valued at $24 million consisting of half cash and half publicly-traded stock, including active involvement with due diligence, negotiating Agreement and Plan of Reorganization, advising Board of Directors on fiduciary duties in connection with merger, filing regulatory applications with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions, registering the stock with the Securities and Exchange Commission, rendering a tax opinion, and consummating the merger transaction.
Represented selling group in $85 million cash and stock merger transaction of international consulting company with NYSE-listed buyer.
Represented private equity fund in a combined debt and equity offering to restructure $10 million in debt and provide $21 million in equity capital for an acquisition.

Advised $900 million publicly-traded bank holding company on acquisition of $200 million bank in merger transaction valued at $24 million consisting of half cash and half publicly-traded stock, including active involvement with due diligence, negotiating Agreement and Plan of Reorganization, advising Board of Directors on fiduciary duties in connection with merger, filing regulatory applications with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions, registering the stock with the Securities and Exchange Commission, rendering a tax opinion, and consummating the merger transaction.
Represented selling group in $85 million cash and stock merger transaction of international consulting company with NYSE-listed buyer.
Represented private equity fund in a combined debt and equity offering to restructure $10 million in debt and provide $21 million in equity capital for an acquisition.
Represented venture capital fund in a $47 million preferred stock offering in a software company.
Represented buyer in an offshore acquisition of a computer consulting firm in a $70 million acquisition and a debt and equity recapitalization of the buyer.
Represented investors’ committee in connection with the bankruptcy rollup of over one hundred real estate and debt limited partnerships with assets in excess of $250 million.

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