Mergers + Acquisitions

Negotiated Takeovers

To handle the complex demands of this field of law, our mergers and acquisitions team draws members from many highly specialized practice areas in the firm: antitrust, corporate, securities, tax, labor and employee benefits, environmental, litigation, and international business. We offer virtually all legal services required for the purchase, sale, reorganization, or recapitalization of a business-whether through sale of stock or assets, merger, or other methods. Clients turn to us for assistance with due diligence investigations, negotiating strategies, and thorough documentation.

Hostile Takeovers

We have substantial experience with contested transactions, both proxy contests and takeover actions, and have successfully represented both insurgents and target companies in planning, implementing, and litigating issues involved in contested elections and shareholder actions. Our attorneys have counseled potential targets in defending takeover attempts and represented companies and individuals in attempts to acquire control of companies in which they have an investment through negotiations, tender offers, and litigation. We have also acted on behalf of "white knights" in their transactions with targets involved in a takeover attempt by an unwanted suitor.

Distressed Mergers, Acquisitions, Sales and Corporate Restructuring

Our clients include strategic and financial purchasers, investors and sellers of distressed companies, utilizing the mechanisms provided by the U.S. and Canadian bankruptcy laws in order to structure and carryout mergers, acquisitions, sales and restructuring transactions. We have extensive experience in all aspects of distressed M&A, from due diligence through closing, including in Section 363 sales, CCAA sales, negotiating stalking horse and competing bid purchase agreements, negotiating and documenting the transactions and limiting successor liability. 

Section 363 Sales

We have a thorough understanding of the risks involved in purchasing distressed assets and the mechanisms by which our clients can be protected. We know what it takes to get these deals done: by working in a frenetic environment of a sale, on behalf of both a stalking horse bidder or a competing bidder, working simultaneously with the debtor, creditors, unions, advisors and the court.  Our clients benefit from the knowledge of attorneys in our Corporate Group, Bankruptcy Group, and the other practice groups who have intimate knowledge of debtors’ industries, which helps clients understand current marketplace issues, and supply/demand and personnel matters. A critical concern in the purchase of distressed assets is successor liability in bankruptcy proceedings. We help clients minimize the risks of successor liability and enable them to take full advantage of the opportunities offered by the bankruptcy code to purchase distressed assets.

Alternatives to Bankruptcy Court Sales

Given timing concerns as well as the business and legal challenges of operating within Chapter 11 and the CCAA, we also assist clients in working with distressed companies on creative pre-petition and out-of-court solutions for acquisitions and dispositions, including the following: 

• Prepackaged/Pre-Negotiated Chapter 11 Sales/Purchases
• Article 9 Sales
• Friendly Foreclosures
• Assignments for the Benefit of Creditors
• Receiverships and Other Informal Workout Mechanisms
• Equity Restructurings, Warrant Offerings and Down Rounds

Automotive Industry

Miller Canfield’s dominant legal expertise in the automotive industry provides its client with unrivaled value in navigating the language, issues and practices unique to the automotive industry, such as supply contracts and purchasing protocols, part testing and certification, tooling use and ownership, software licensing, environmental and employment.  This expertise is invaluable in getting deals done with distressed automotive suppliers and customers, throughout North America, Europe and Asia.