Tucker Arensberg assists buyers, sellers and lenders in a variety of industries with the structuring and negotiation of mergers, acquisitions and dispositions of companies, divisions and other business assets.

We provide clients with a thorough analysis of the transaction and develop an effective negotiating strategy to obtain the best possible result for the client. In this process, we help our clients navigate the issues that arise under foreign, federal, state and local laws in the context of a merger or acquisition. We work with investment bankers, venture capitalists and other advisors in these transactions.

Our lawyers advise clients on all phases of a merger, acquisition or disposition transaction, including tax and structure analysis, due diligence, financing, corporate governance issues, intellectual property, executive compensation issues, employment and labor issues, regulatory approvals (including Hart-Scott-Rodino filings), and negotiation and preparation of necessary documentation. Our lawyers counsel clients on related matters such as dealing with parties in bankruptcy, real estate issues, securities filings and exemptions, UCC and other security matters, environmental liability, antitrust considerations and litigation.

Today’s intricate tax, financing and business structures require experience in several fields of law. Tucker Arensberg possesses the skills and knowledge needed to navigate these issues.

Our experience includes:

• Drafting of representations, warranties and covenants to protect buyers.
  Review of the seller’s various employee benefit plans, drafting and analyzing golden parachute agreements and employee retention agreements, coordinating the integration of the seller’s stock options and other equity compensation programs into rights to acquire equity of the buyer, negotiating and documenting the allocation of COBRA responsibility between the seller and the buyer, review of collective bargaining agreements and successor employer issues, non-competition agreements, and legal work in connection with the post-closing transition from the seller’s benefit and compensation plans into the buyer’s plans.

• Preparation of stock option, stock appreciation right, bonus, stock purchase and other employee compensation plans.

• Development of capital structures for and organizing corporations, trusts, partnerships, limited liability companies and other business entities.

• Negotiation and preparation of contracts, including merger and acquisition agreements, financing documents, underwriting agreements, and placement agreements, stock and asset purchase agreements, buy-sell agreements and partnership and limited liability company agreements.

• Preparation of disclosure documents and related filings with the Securities and Exchange Commission (SEC), state securities commissions and national securities exchanges.

• Advising clients regarding complex regulatory requirements.

Our representation of financial institutions includes:

• Stock and asset acquisitions and dispositions of financial institutions and holding companies;

• Branch acquisitions from selling institutions;

• Acquisition of assets from FDIC-intervened institutions; and

• Liquidation of existing branches and offices.

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