Cozen O’Connor: Mergers & Acquisitions

Mergers & Acquisitions

Recent News:

Cozen O’Connor Recognized As a Best Law Firm in 25 Practice Areas Nationwide, 106 Practice Areas Regionally

The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field.

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Cozen O’Connor’s attorneys have decades of experience helping a remarkably diverse set of clients execute advantageous purchases or sales. We represent Fortune 500 and other multinational corporations in their largest mergers and acquisitions, and we also serve as lead corporate counsel for family-owned entities, startups, and other mid-sized entrepreneurial enterprises. Our mergers and acquisitions attorneys negotiate asset sales and purchases; stock sales and purchases; mergers, consolidations, and joint ventures; and spin-offs, roll-ups, and recapitalizations. They regularly close deals valued from tens of millions to billions of dollars.

Our lawyers approach every transaction with a sense of urgency and purpose. They do not waste time belaboring the reasons why an approach is unworkable or endlessly cataloguing the obstacles to success. In the course of any deal, challenges inevitably arise. But a good lawyer finds sensible solutions in an efficient manner and keeps the project moving forward. Tenacity is particularly critical to closing deals in this post-credit-crisis economy, where all parties must proceed with greater caution and use more deliberate valuation techniques. In this challenging environment, clients trust us to complete their most time-sensitive projects.

In order to execute successful transactions, attorneys must have a clear understanding of clients’ underlying business and long-term aspirations. The lawyers at Cozen O’Connor have both the business and financial background to conduct a deep analysis of client operations, market position, and trajectory – and this big-picture analysis informs every aspect of deal strategy. Guided by a real understanding of their clients’ core interests, our lawyers can adjust and recalibrate as a deal moves along without losing sight of the ultimate goal.

It is equally important that attorneys have a clear understanding of the interests of the deal counterparties. Merger and acquisition work is not about beating an opponent, but about reaching a mutually beneficial agreement – a win-win. This requires skillful negotiation, respect for other parties, and an instinctive understanding of when to take and when to give. Cozen O’Connor attorneys, known for their candor and professionalism, take care to ensure that even tough negotiations remain productive and collegial.

Cozen O’Connor employs a very different staffing method than most large law firms. We do not believe clients are best served by sprawling teams of undermanaged associates. At our firm, high-level deals are executed by small teams of lawyers led by an experienced senior attorney. Clients have a single point of contact, a veteran lawyer who knows every aspect of the deal and can provide prompt and sophisticated counsel around the clock. This level of peer-to-peer service is what enables an outside lawyer to become a trusted advisor.

 

SERVICES

  • Represent clients in asset and stock sales and purchases
  • Conduct mergers and consolidations
  • Negotiate cross-border transactions
  • Execute spin-offs and roll-ups
  • Participate in auction transactions, as a seller or bidder
  • Negotiate joint ventures
  • Effectuate recapitalizations
  • Navigate transaction-related and industry-specific regulatory requirements

 

CLIENTS

We advise a diverse group of clients, from small family-owned enterprises to large multinational corporations. Our clients operate in many industry sectors, including chemical, health care, pharmaceutical, consumer products, telecommunications, automotive, energy, information technology, transportation and logistics, financial services, entertainment, and manufacturing.

  • Strategic and financial sellers
  • Strategic and financial buyers
  • Industry consolidators
  • Target companies
  • Financial intermediaries
  • Investment advisors

 

TEAM

The practice group includes attorneys who have been conducting major business transactions for decades. Our mergers and acquisitions attorneys not only have top-tier corporate law experience, but also have the unique perspective that comes from having worked in the corporate world. The group includes members of major corporate and nonprofit boards, former general counsel, and in-house counsel to multinational companies. Several of the group’s most senior transactional attorneys frequently lecture and publish articles on relevant topics. Additionally, the mergers and acquisitions team is ranked by Chambers and Partners USA.

In mergers and acquisitions, where efficiency is paramount, it is essential that lead transactional attorneys be able to quickly call on lawyers in other practices, including antitrust, tax, employee benefits, environmental, real estate, labor and employment, and intellectual property. It is not unusual for lawyers from multiple disciplines within the firm to work closely with one another and our clients, as well as with deal counterparts, financiers, accountants, and other advisors. At Cozen O’Connor, our internal structure and firm culture support this kind of cross-practice collaboration.

Experience

Publications

Delaware Supreme Court Reemphasizes Importance of Deal Price in Appraisal Litigation [Alert]

May 01, 2019

Chris Bellini discusses the Delaware Supreme Court's preference for deal price, assuming a reasonable process, in a strategic merger.

A Delaware First: Chancery Court Upholds Termination of Merger Based on MAE [Mergers & Acquisitions Alert]

October 09, 2018

Chris Bellini discusses the Chancery Court's findings in Akorn, and how the decision provides an excellent framework for understanding how the court analyzes MAE clauses and provides a useful roadmap for how buyers should act when confronting unforeseen post-signing issues.

Comprehensive Revisions to Pennsylvania Law Mean Big Changes for LLCs and Partnerships

April 25, 2017

Joseph C. Bedwick and Larry P. Laubach discuss the extensive amendments that govern everything from the contents of the certificate of organization to the ability to alter fiduciary duties.

Summer 2007 [Business Law Observer]

July 10, 2007

Summer 2007 - Business Law Observer -

Issues in Mergers and Acquisitions [Preparing Your Business for Sale]

June 21, 2006

Issues in Mergers and Acquisitions - Preparing Your Business for Sale -

Events & Seminars

Past Events

FEI 7th Annual Capital Markets/M&A Update

March 06, 2019 - Minneapolis, MN

IMPACT 2015 Capital Conference

November 03, 2015 - Philadelphia, PA

DELVACCA 6th Annual In-House Counsel Conference

April 03, 2014 - Philadelphia, PA

ACG 2013 M&A East Conference

October 08, 2013 - Philadelphia, PA

The New Paradigm for Buying and Selling Companies

November 10, 2011 - Harrisburg, PA

In The News

Cozen O’Connor Recognized As a Best Law Firm in 25 Practice Areas Nationwide, 106 Practice Areas Regionally

November 05, 2019

The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field.

138 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 28, 2019

Best Lawyers selected 138 Cozen O’Connor lawyers from 21 of the firm’s national offices for inclusion in the 2020 edition of The Best Lawyers in America.

57 Cozen O’Connor Lawyers, 16 Practices Earn Top Recognition in Chambers USA 2019 Guide

April 25, 2019

Chambers USA, the leading annual guide to the top lawyers and law firms in the USA, has ranked 57 Cozen O’Connor lawyers as leaders in their respective fields in the Guide’s 2019 edition.

6 Fundamentals of Structuring a Multi-Million-Dollar Cannabis Deal

January 17, 2019

Joe Bedwick, a member of Cozen O'Connor's Corporate practice, was quoted in Cannabis Business Times discussing how companies can be prepared to negotiate their terms.

Cozen O’Connor Advises Cannabis Industry Leader, Acreage Holdings, Inc., in $160 Million Acquisition of Form Factory, Inc.

January 02, 2019

Acreage will issue approximately 6.4 million Subordinate Voting Shares to Form Factory shareholders at a deemed price of $25 (USD) per share. The transaction is expected to close in the first quarter of 2019.

Cozen O’Connor Advises Eurofins Scientific in $175 Million Acquisition of TestAmerica Environmental Services

October 04, 2018

The Corporate and International practices at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of TestAmerica Environmental Services LLC (TestAmerica) from JSTI Group. The transaction is valued at $175 million on a cash-free, debt-free basis. The transaction is expected to close in the fourth quarter of 2018, subject to the fulfillment of regulatory and customary closing conditions.

Seven Cozen O’Connor Lawyers Named 2019 “Lawyers of the Year” by Best Lawyers in America

August 31, 2018

Cozen O’Connor is proud to announce that seven of the firm’s lawyers have been recognized as “Lawyers of the Year” in their respective practices by Best Lawyers in America, one of the oldest and most highly regarded peer review publications in the legal profession.

126 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 22, 2018

One hundred twenty-six Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America.

Fifty-four Cozen O’Connor Attorneys Named 2018 Pennsylvania Super Lawyers and Rising Stars

June 12, 2018

Super Lawyers has named 54 Cozen O'Connor attorneys to its 2018 Pennsylvania Super Lawyers and Rising Stars lists.

Fifty Cozen O’Connor Attorneys Ranked by Chambers USA 2018

May 21, 2018

Cozen O’Connor is pleased to announce that Chambers USA has recognized 50 Cozen O’Connor attorneys for 2018 as leaders in their respective fields; 12 attorneys were recognized nationally and 14 were ranked in the top band either nationally or at the state level.

Cozen O’Connor Guides Eurofins Scientific in $670 Million Acquisition of Covance Food Solutions

May 04, 2018

The Corporate and International practices at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of Covance Food Solutions from Laboratory Corporation of America Holdings (LabCorp).

2018 U.S. News & World Report – Best Lawyers "Best Law Firms" Ranks Cozen O’Connor

February 01, 2018

In the 2018 U.S. News - Best Lawyers® "Best Law Firms, Cozen O’Connor is ranked nationally in 17 practice areas and regionally in 64 practice areas.

Eurofins Scientific Acquires EAG Laboratories for $780 Million

December 05, 2017

The national corporate practice and international practice at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of EAG Laboratories from affiliates of Odyssey Investment Partners. The transaction is valued at $780 million on a cash-free, debt-free basis, and closed on December 1, 2017.

Six Cozen O’Connor Lawyers Named 2018 “Lawyers of the Year” by Best Lawyers in America

September 29, 2017

Cozen O’Connor is proud to announce that six of the firm’s lawyers have been recognized as “Lawyers of the Year” in their respective practices by Best Lawyers in America, one of the oldest and most highly regarded peer review publications in the legal profession.

Cozen O’Connor Names Six New Shareholders

September 07, 2017

Cozen O’Connor is proud to announce the promotion of six members to shareholders of the firm: David Brisco (San Diego), Michael de Leeuw (New York), John Dickenson (West Palm Beach), Jonathan Lichtenstein (Philadelphia), William Walsh (Seattle), and Ingrid Welch (Philadelphia).

100 Cozen O’Connor Lawyers Named to the Best Lawyers in America

August 23, 2017

Lawyers were selected for inclusion in the 2018 edition based on a rigorous peer-review that has been developed and defined for more than 30 years.

Cozen O’Connor Earns Client Recognition in 2017 Chambers USA Rankings

May 26, 2017

Chambers USA recognized 47 Cozen O’Connor lawyers as leaders in their respective fields; 14 attorneys were recognized nationally and 11 were ranked in the top band.

Cozen O'Connor ranked in 2017 U.S. News & World Report – Best Lawyers "Best Law Firms"

November 23, 2016

Firms included in the 2017 "Best Law Firms" list are recognized for professional excellence with persistently impressive ratings from clients and peers.

Sixty-Two Cozen O’Connor Lawyers Named to the Best Lawyers in America

August 15, 2016

Sixty-two Cozen O’Connor lawyers from 13 of the firm’s national offices have been selected for inclusion in the 2017 edition of The Best Lawyers in America.

Cozen O’Connor Earns Client Recognition in 2016 Chambers USA Rankings

May 27, 2016

Chambers USA recognized 41 Cozen O’Connor lawyers as leaders in their respective fields; 12 attorneys were recognized nationally and 11 were ranked in the top band.

Cozen O’Connor Earns Client Recognition in 2015 Chambers USA Rankings

July 06, 2015

Chambers USA recognized 37 Cozen O’Connor lawyers as leaders in their respective fields; 12 attorneys were recognized nationally and 10 were ranked in the top band.

Contacts

Larry P. Laubach

Chair, Corporate Practice Group

llaubach@cozen.com

(215) 665-4666

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