Mergers and Acquisitions

Miller Canfield's M&A practice has a wealth of success and experience in handling many types of M&A transactions throughout the world. We have represented public and private companies, strategic investors, financial investors and private equity/venture capital funds in mergers, acquisitions, dispositions, LBOs, public tender offers and hostile takeovers, 363 and bankruptcy acquisitions, distressed acquisitions and corporate restructurings.

But the firm’s M&A practice is especially known for handling complex, multi-national transactions requiring sophisticated understanding of the entire set of issues involved in such transactions.

Cross-border mergers and acquisitions entail a unique set of issues, structuring and concerns, approvals, documentation and negotiation style.  Miller Canfield’s M&A team is able to provide clients with its extensive knowledge and practical experience in leading such transactions.  For instance, we have represented numerous clients in stock and asset acquisitions in the U.S., as well as strategic investors acquiring business operations in emerging markets and developed economies throughout the world.

Scope of Services

Our team of M&A lawyers provide clients with top-quality service in transactions thanks not only to their depth of knowledge and experience, but also because they are ably assisted by accomplished lawyers from the firm’s other practice areas. Accordingly, the firm is able to provide the full array of services required for most M&A transactions, including:

Antitrust and Competition 
Banking                                                   
CFIUS and Government Approvals
Corporate Governance                              
Environmental
Executive Compensation and Benefits
Financing
Intellectual Property
Labor, Union, Employment
Real Estate
Securities Regulation
Structuring-Corporate and Tax
Tax
Technology and Export Controls

Cross-Border Transactions

Miller Canfield’s experience in handling complex, cross-border transactions provides clients with a distinct advantage in international transactions. Because we focus simultaneously on the local level as well as the cross-border and global implications of each transaction, we provide rich value to clients when undertaking due diligence, risk assessment, transactional structuring and practical governance models. Clients also benefit from our successful experiences in dealing with the U.S. Committee on Foreign Investment in the United States (CFIUS) and other national and governmental authorities, including the Polish Government on privatization projects.

Our M&A team is regularly called upon to advise buyers, sellers and investors undertaking transactions in and from the BRIC countries and other emerging markets, where the issues involved can introduce further complexities, and where regulatory compliance is problematic for the unwary.  Accordingly, our M&A lawyers are integral to and leaders of the firm’s China Team, India Team, Mexico Team, Poland Team and International Practice.

Public Mergers, Takeovers and Proxy Contests

We also have substantial experience with public company mergers and takeovers, both friendly as well as contested transactions, including proxy contests and takeover actions.  Our M&A team has successfully represented both insurgents and target companies in planning, implementing, and litigating issues involved in contested elections and shareholder actions. Our lawyers 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, litigation and filings with relevant regulatory authorities. We have also acted on behalf of "white knights" in their transactions with targets involved in a takeover attempt by an unwanted suitor. On the friendly side, we have represented buyers in acquiring public target companies, including using forward and reverse triangular merger structuring techniques.

Distressed Mergers, Acquisitions, Sales and Corporate Restructuring

We have represented both strategic and financial purchasers and sellers of distressed companies, utilizing the mechanisms provided by applicable 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, friendly foreclosure structures, negotiating stalking horse and competing bid purchase agreements, negotiating and documenting the transactions and limiting successor liability.　

Industry and Sector Specializations

Miller Canfield’s M&A practice has represented clients involved in many industries and economic sectors.  But the firm is especially known for its long history of transactional experience in the automotive and manufacturing sectors, health care, information technology and software, food/beverage, natural resources and financial institutions sectors. We are very familiar with the business practices of these sectors, and are well aware of the particular issues facing buyers and sellers in undertaking M&A transactions.