Brody Wilkinson’s Business Group counsels emerging, closely-held and middle market companies in all types of business combination transactions including mergers, acquisitions, divestitures, joint ventures, leveraged buy-outs and recapitalizations. We understand the unique demands and challenges involved in complex transactions and provide highly responsive, sophisticated, thorough and cost-effective service from initial planning to post-closing.
Our attorneys represent clients through every step of a transaction including performing and evaluating due diligence; advising on initial structuring; negotiating and drafting letters of intent, term sheets, purchase and sale agreements and all other transaction documents; and managing related financing transactions. We also provide advice on a full range of issues inherent to these kinds of transactions in areas such as corporate governance, securities law, taxation, employee benefits, and intellectual property.
We work on transactions of varying size and complexity that span a diverse mix of industries including software and technology (such as digital media and internet and mobile device applications), manufacturing, food and beverages, health care, energy and clean technology, business process outsourcing, consumer products, sports, and hotel and hospitality.
Our attorneys handle all aspects of business combination transactions, including:
- Asset sales & purchases
- Auction sales
- Bid process letters
- Consolidations
- Cross entity & cross jurisdictional recapitalizations
- Due diligence
- Earn-outs
- Employee retention & termination
- Entity formation & entity filings with federal, state & local authorities
- Hart-Scott-Rodino compliance
- Intellectual property considerations & transfers
- Joint venture & joint development agreements
- Letters of intent
- Leveraged buyouts
- LLC membership interest sales & purchases
- Merger structure & documentation
- Non-disclosure, non-competition & non-solicitation agreements
- Privatizations
- Stock sales & purchases
- Tax clearances & compliance
- WARN Act determinations
Representative matters include:
Representation of the principals of a manufacturing company in connection with the sale of their stock in the company to a financial buyer. The multi-million dollar sale was conducted by an auction process through an investment banker and involved the use of a virtual data room for due diligence. The transaction also included a lease of the business premises and arrangements with the retiring principals to provide transition services.
Representation of the subsidiary of a Connecticut-based family holding company in connection with the multi-million dollar sale of a manufacturing facility to a public company.
Representation of a health care product and service company in connection with a cross-entity multi-jurisdictional merger. Our involvement included advice in connection with the structure of the transaction in addition to the preparation and filing of appropriate documentation.
Representation of a public company in connection with multiple acquisitions of manufacturing companies as part of its expansion into new business lines. Our involvement consisted of advice and negotiation of terms and conditions, performance and review of due diligence, and preparation of documentation.
Representation of entities formed to raise private equity and private debt financing for the acquisition, renovation and operation of an indoor sports facility. The matter involved many facets, including the negotiation of an operating agreement and agreements with key employees, a real estate purchase and related due diligence, and inter-creditor arrangements.
Representation of a seller in a multi-million dollar sale of the assets of multiple fast food franchise restaurants located throughout Fairfield County. The transaction also included the sale of real estate associated with the restaurant properties.
Representation of a group of senior employees of an electrical contracting firm in connection with their purchase of the operating assets of the firm from the company founder. The transaction involved structuring the purchase to maximize tax opportunities; assuming the leases of various business locations; acquiring SBA financing; and adopting a comprehensive shareholders’ agreement among the new owners.
Representation of the principal of a Connecticut privately-owned company in the sale of a minority interest in the company to a publicly-traded Canadian company. The seller received both cash and shares together with a significant earn-out opportunity. In addition, the Canadian company obtained the right to acquire the balance of the principal’s interest in the company through a right of first refusal exercisable at any time and a call option exercisable two years after the initial purchase.
Representation of a Connecticut-based public company in connection with the multi-million dollar sale of an industrial property in Bridgeport. The transaction presented unique environmental issues.
Documentation and negotiation of a multi-million dollar licensing agreement with the manufacturer of an internationally marketed consumer beverage.
Completion of a large intra-family sale of operating and real estate companies under which second-generation family members succeeded to the ownership interests of their parents, while those family members not actively employed were cashed out.
Negotiation of an asset sale of a family business to a subsidiary of a large Pacific Rim company.
Representation of a 50% owner of a Connecticut-based company in connection with the sale of the other 50% owner’s interest to an employee. The transaction included negotiation and preparation of a new shareholders agreement.
Representation of a veterinarian in the purchase of a practice from his employer. The transaction included a lease of the business premises and severance agreements with the employees of the business who were not being retained.
Representation of multiple dental practices in connection with acquisitions and sales involving stock and asset purchases, and asset sales.