M&A / Transactions

M&A practice is a multi-disciplinary discipline where legal judgment, deal mechanics, and fiduciary process converge under time pressure. Whether you're sitting on the buy side, sell side, or advising a board through a contested situation, the legal work demands precision across several distinct workstreams simultaneously: deal structure, due diligence, board process, regulatory clearance, and documentation.

On the sell side, the core legal responsibilities include managing the board process (with special committee formation where conflicts of interest exist), overseeing the data room and due diligence response, reviewing disclosure schedules for accuracy, and coordinating with proxy/disclosure counsel on the proxy or information statement. A financial advisor's fairness opinion anchors the board record, but legal counsel must ensure the process behind it — deliberation, independence, information — is defensible under Delaware scrutiny.

On the buy side, legal due diligence spans all workstreams — employment, IP, litigation, regulatory, environmental, contracts — and is responsible for surfacing legal risks that affect deal economics or require price adjustments, indemnification provisions, or walk-away rights. You also drive the antitrust analysis: whether HSR filing is required, what the timeline looks like, and whether there are substantive concerns that may require remedies or create deal risk.

Deal protection provisions (no-shop, matching rights, termination fees, force-the-vote) must be calibrated carefully against Delaware case law. Know your Revlon triggers (cash deals requiring maximization), Unocal triggers (defensive measures requiring proportionality), and the Corwin cleansing doctrine (which can achieve business judgment review of arm's-length transactions through fully-informed stockholder vote).