Arnall Golden Gregory LLP’s Merger and Acquisition / Strategic Alliances Practice Group covers a complete range of acquisition-related legal services. Customary services to companies in connection with acquisitions include:

• Preacquisition planning, including determining objectives and priorities, and developing the acquisition team including the accountants, investment bankers and other advisors.
• Once a target or targets are identified, reviewing with your team the legal steps which can be taken to achieve the priority goals established by your business model for this search. For example, identifying contractual measures to preserve important customer relationships, retain access to the target customer base and retain key personnel who maintain and enhance those relationships.
• Initial contact and preliminary negotiations.
• Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing, installment sales, and the availability of pooling-of-interest accounting.
• Analysis of state and federal income tax implications including whether the transaction will be taxable.
• Advice as to federal and state securities issues including whether or not exemptions from the registration requirements of applicable Federal and State securities laws are available, Rule 144, Rule 145, the short swing profits rules, the prohibition on insider trading, and the timing of stock sales in "pooling of interest" transactions.
• Determining acquisition timetables.
• Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, "no-shop" or "lockup" clauses, and "fiduciary out" clauses.
• Assistance in determining the timing and content of public announcements regarding the transaction.
• Review of the target’s corporate documentation including charter documents, state qualifications, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters.
• Review of the target’s compliance with applicable regulatory requirements such as export and import of software, food and drug laws, and environmental regulation.
• Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks.
• Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and nonsolicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements.
• Other due diligence items such as assessment of existing employee benefit plans, litigation,title to certain assets, business licenses, environmental compliance, year 2000 readiness,and related party transactions.
• Analysis of possible shareholder appraisal rights, and possible successor product line liability, as well as other potential liabilities imposed by law such as bulk sales laws, federal withholding taxes, sales taxes, and unemployment insurance.
• Assistance with required governmental filings, such as under the Hart Scott Rodino Act and the Plant Closing Act.
• Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, "earn-out" arrangements, demand or piggyback securities registration rights, conditions relating to needed financing, and other closing conditions.
• Documenting related Corporate matters, such as approvals by the Board of Directors and shareholders, and advice as to any required fairness opinions and Securities and Exchange Commission ("SEC") filings.
• Preparing for and conducting the closing of the transaction.
• Follow up with regard to "post-closing" matters, such as filing appropriate forms with the SEC,employee termination's, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets.
• Handling post-closing disputes.

At last count, Arnall Golden Gregory LLP represented 20% of Atlanta’s top 150 public companies, 20% of Georgia’s top 50 private companies, and 10% of Atlanta’s fast-tech 50 companies (Source: Atlanta Business Chronicle Book of Lists).

Arnall Golden Gregory LLP’s attorneys pride themselves on their long-term relationships with clients, believing that a thorough understanding of the client’s industry, business, goals and objectives permit them to provide service of the highest quality. Over time, these close relationships result in a unique client/attorney philosophy and approach to "getting the deal closed." Selected client merger and acquisition relationships include:

• Representation of the largest institutional foodservice distributor in the United States (NYSE, more than $17 billion in sales) in its initial roll-up and concurrent public offering in the early 1970s, followed by more than 100 acquisitions ranging up to $1 billion in size.
• Representation of a publicly traded (Nasdaq) banking software company from its initial public offering, followed by more than 16 acquisitions, through its sale to NYNEX ($80 million). Arnall Golden Gregory LLP continues to represent the successor.
• Representation of a publicly traded (Nasdaq) healthcare information systems software company from the venture capital stage, including its initial public offering, followed by seven acquisitions, through its sale in 1998 to a publicly traded competitor ($400 million).
• Representation of an Atlanta-based manufacturing software company in its initial venture capital transactions, followed by 9 acquisitions, and its ultimate sale to a UK-based software company ($5 million)
• Representation of a publicly traded (NYSE) pest control and lawncare service company for more than 20 years, including all of its acquisitions and divestitures, such as a double spin-off of two additional New York Stock Exchange Companies, the sale of one spin-off company ($250 million), and the sale in 1998 of its protective services division ($200 million).
• Representation of a publicly traded (NYSE) implantable medical device company from the venture capital stage, including its initial public offering, the sale in 1998 of a specialty medical devices division ($15 million), and the current offering of a majority interest in a surgical adhesive subsidiary for $50 million.
• Representation of a publicly traded (Nasdaq) video rental business from its inception in a combination roll-up and initial public offering, through ten acquisitions and its sale in 1998 to another publicly traded video rental business ($200 million).
• Representation of a start-up venture in its initial acquisition of a chain of 35 gasoline/convenience stores ($42 million) in 1998 and two subsequent acquisitions ($25 million).

Since January 1998, Arnall Golden Gregory LLP’s attorneys have been lead counsel in more than 50 merger, acquisition and disposition transactions in which the price exceeded $10 million, including the following:

• Acquisition of an investment management company by a Dutch-owned corporation in excess of $600 million.
• The acquisition of a publicly held software company by another publicly held software company in an SEC-registered pooling-of-interests transaction for more than $400 million.
• Representation of a publisher of multimedia educational material sold by means of a merger into a publicly held corporation.
• Multiple acquisitions by a publicly held (Nasdaq) recovery audit services company consisting of cash and shares of our client’s common stock ($397 million in the aggregate).
• The acquisition of a publicly held retail video store chain by another publicly held retail video store chain in an SEC-registered merger transaction for more than $200 million
• The acquisition of two privately held institutional food distributors for more than $150 million.
• Assisted a Dutch-based insurance company and a major U.S. mutual fund in a $125 million investment in a newly formed real estate investment trust with more than $500 million in assets.
• Represent a privately held photocopying and office management services business in connection with the sale of that business to a publicly held purchaser ($100 million).
• The sale of a privately-held Florida based medical products company and a U.K. medical products and distribution company with common ownership to a NYSE medical products company in a contemporaneous taxable sale of assets (U.S.) and sale of stock (U.K.) transactions for cash in excess of $40 million.
• The divestiture by a publicly held (Nasdaq) medical supplies company to a publicly held non- wovens manufacturing company and affiliates of various subsidiaries, divisions and assets for more than $15 million plus the consummation of related strategic alliances between the partners.
• The sale by a publicly held medical supplies company of a subsidiary to a larger publicly held company for $30 million plus a strategic alliance between the buyer and seller valued at over $30 million.
• The sale of a specialty medical devices division of a publicly held biological implantable devices company for $15 million.
• Represent a Canadian company in its acquisition of a privately held storage business ($45 million).
• The acquisition of a privately held manufacturer and distributor of retail security devices by another privately held manufacturer in an asset transaction for more than $13 million.
• A start-up venture’s initial acquisition of a chain of 35 gasoline/convenience stores for $42 million.
• Acquisitions of 26 gasoline/convenience stores for a total of $25 million.
• Represent a publicly held Israeli company in its proposed acquisition of a hotel/resort casino in Freeport Bahamas through an Isle of Man corporation. The purchase price was $25 million. On the eve of closing, the Bahamian government breached its previous agreement with our client regarding the amount of casino taxes that our client would have to pay upon closing the transaction and dramatically increased the amount of casino taxes. Our client elected to walk away from the deal.
• Representation of a fast food franchise client in divesting 60+ franchised locations in order to consolidate operations. Transactions were partly seller financed, and partly institutionally financed. Significant intercreditor negotiations were required.
• Represented shareholders in private digital printing company in recapitalization transaction in order to redeem interest of majority shareholder. Financing structure included senior and mezzanine debt; significant intercreditor issues.
• Sale of a privately held direct-broadcast satellite business to a publicly-held company via a reverse triangular merger. ($16 million).
• Sale of a privately-held satellite-based multimedia distribution business to a publicly held company via a forward triangular merger. ($11 million).

Arnall Golden Gregory LLP is also called upon to provide services in special corporate situations. For example, in recent years attorneys for Arnall Golden Gregory LLP were called upon to:

• Advise a special committee at the Board of Directors of a publicly held (Nasdaq) retail food business as to whether the company should either be sold or enter into a joint venture arrangement with another publicly held (Nasdaq) retail food business.
• Review the terms of a $50 million stock purchase and related $175 million recapitalization as counsel to a special litigation Committee of the Board of Directors of a major publicly held health insurance company.

For each transaction, we work with our client to assemble a team of partners, associates and paralegals whose skills and experience are appropriate and with whom the client is comfortable. Once it appears that a letter of intent will be signed with a target, we assist in developing a time line and agenda with responsibilities assigned for all members of the team.

For more information on this practice area, contact

• Adam S. Skorecki or Jonathan Golden, Practice Leaders