Eckert Seamans represents a diverse client base in connection with mergers, acquisitions and divestitures. We serve public multinational corporations, privately held middle-market businesses, including family-owned and closely held companies, as well as private equity funds. Our first commitment is to achieving our clients' business goals and protecting our clients' interests.
Whether the transaction is motivated by strategic growth or financial return, we represent buyers, sellers and transaction advisers in all phases of planning, negotiating and executing mergers and acquisitions throughout the United States and globally. We work with clients and their counterparties to structure transactions in order to achieve the desired business result and to minimize risk and the impact of taxes. We negotiate and document the terms of asset purchase agreements, stock purchase agreements, merger agreements as well as strategic alliances such as joint ventures and partnerships.
Consistent with our firm-wide philosophy of providing efficient, value oriented service, we staff transactions with small teams of lawyers led by an experienced senior attorney who serves as the main point of contact for the client and manages and coordinates other attorneys involved in the deal. This approach gives our clients the confidence that their matters are being handled in the most cost efficient way.
Our team approach also serves to provide innovative solutions to the problems that inevitably arise in these complex transactions. We leverage our firm’s expertise in other practice areas as needed, including tax, employee benefits, labor, antitrust, executive compensation, environmental compliance, and intellectual property. The breadth of our lawyers’ expertise and our depth of experience enable us to identify sensible, business oriented solutions in an efficient manner to keep the project moving forward to closing.
Firm attorneys also have structured joint ventures as flexible vehicles to undertake specific projects, including one of the largest joint ventures ever formed in Brazil by which two international corporations are now mining and refining metals. Firm attorneys also have structured joint ventures for such projects as real estate development, oil and gas exploration, gold mining, technology transfer and funding of start-up ventures.
In addition to representing domestic companies abroad, Eckert Seamans serves as United States counsel to many foreign corporations and businesses in connection with acquisitions and divestitures of United States based businesses.
Some recent merger and acquisition transactions which also demonstrate some of our industry-specific knowledge and experience follow.
- Representation of a baking company in connection with a $44 million leveraged sale of assets to a financial buyer in which our client retained a purchased interest in the buying entity;
- Representation of a telecommunications company in connection with its acquisition of a fiber optic network and related assets for consideration in excess of $100 million;
- Representation of a snack food company in connection with its $1.6 billion merger with a public company in the snack food industry;
- Representation of hotel owners, operators and managers in the acquisition of various hotels throughout the United States;
- Disposition of a publicly owned broadcast media company for aggregate consideration in excess of $2 billion;
- Representation of several broadcast media companies in the acquisition of both television and radio stations, with an aggregate consideration in excess of $1.5 billion;
- Representation of the purchaser in connection with its various multi-million dollar acquisitions from public companies to provide services and equipment to cable television and broadband service providers;
- Representation of the owners of a laboratory testing service business and a land survey business in connection their $15 million sale to a financial buyer and their minority equity participation in the buyer;
- Representation of the sellers of a welded steel-bar grating manufacturer with operations in the United States and Canada in connection with the $25 million sale of the business to a Canadian public company and its U.S. affiliate;
- Representation of the owners of a manufacturer and servicer of instruments for the measurement of thermal expansion, thermal conductivity, thermal diffusing and specific heat capacity properties in connection with the $11 million sale to a U.S. public company;
- Representation of the owners of a medical device manufacturer in connection with the $8 million sale of their company to a competitor owned by a private equity firm;
- Representation of an anesthesia services provider in connection with the $7.6 million sale of the company to a private anesthesia services management company;
- Representation of a privately held minimum security prison operator in connection with the sale of a majority ownership interest to a venture capital firm and related financing;
- Representation of a customer service company based in India in connection with its acquisition of a U.S.-based competitor;
- Representation of a Swiss distributor of commercial photography equipment and supplies in connection with the sale of its U.S. subsidiary to a competitor;
- Representation of a Lebanese-based developer of computer software applications in connection with the sale of its assets to a multi-national public computer company;
- Representation of a medical application software provider in connection with its merger with a company established by a private equity fund.
Gary A. Miller
John L. Talvacchia
John W. Pauciulo
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Eckert Seamans Expands M&A Practice: Bill Miller Returns to Firm's Boston Office