Private Company M&A – Rep & Warranty Insurance: A “Zero-Liability” Promised Land for Sellers?
We advise on all aspects of a transaction, including proposed deal terms and transaction structure, negotiation and drafting of transaction documents, due diligence and obtaining regulatory approvals.
Our M&A attorneys routinely draw on the experience of numerous other practices at the firm, including tax, technology and IP, employment/ERISA, antitrust, bankruptcy and restructuring, environmental, real estate, international law and litigation, as well as our many industry-specific practice groups. Through our interdisciplinary approach, we focus on due diligence activities that matter and, at the same time, help clients protect themselves against risks through indemnifications, escrows and holdbacks, earn-outs (and other contingent purchase price mechanisms), covenants not to compete and confidentiality agreements.
On the sell-side, we work closely with clients in conducting critical self-diligence before going to market, so that IP, tax, HR, capitalization and other problems that can compromise enterprise value or kill a deal are identified and addressed in advance. On the buy-side, we design and conduct strategic diligence before clients overcommit to a transaction.
We have represented sellers/targets, purchasers, VC/PE and other equity investors, and brokers, advisors and other intermediaries in all types of M&A transactions, including equity and asset acquisitions, product line/divisional divestitures, tender offers, leveraged buy-outs, proxy/control contests, joint ventures and strategic alliances. Our deal experience includes a wide array of business sectors, including government contracting and defense; software, internet, e-commerce, technology; banking and finance; apparel and textiles; energy; food and consumer products; healthcare; insurance and reinsurance; logistics and transportation; manufacturing; pharmaceuticals; real estate redevelopment; restaurant and hospitality; and supermarkets, retailing and supply chain.
Select M&A Experience
Our M&A attorneys routinely handle a broad range of M&A transactions for an equally broad range of clients. Select examples of some of our recent engagements appear below.
Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million. Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in 4 states, the District of Columbia and Afghanistan.
Whiteford, Taylor & Preston is pleased to announce that 41 of its attorneys are listed among the 2017 Super Lawyers and Rising Stars in Maryland and Kentucky joining the sixteen who were listed earlier this year in Delaware, D.C., Pennsylvania and Virginia.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.