Kramer Levin Naftalis & Frankel LLP's mergers and acquisitions practice is rich and diverse, both in deal size and complexity.  Our deal roster includes:

• acquisitions and sales of public and private companies;
• acquisitions and dispositions of divisions and business units; asset purchases and dispositions;
• purchases and sales of minority and controlling stock positions;
• cross-border transactions;
• going private transactions;
• leveraged buyouts;
• joint ventures;
• auction transactions (representing both sellers and purchasers); and
• hostile and negotiated (friendly) tender and exchange offers.

As a full service, multi-disciplinary law firm, we are able to bring the full breadth of our practice to bear on our M&A representations.  While the primary responsibility for conducting a mergers and acquisition transaction rests with our corporate department, we regularly introduce to these transactions attorneys from our other departments who themselves have developed substantial M&A expertise within their areas of specialization.  These include members of our antitrust,  employee benefits, employment law, environmental law, insurance, intellectual property, real estate and tax departments and practice groups.

Our M&A client base is broad-based.  We service companies ranging in size from start-ups taking their first steps in the world of M&A to multi-national corporations with on-going acquisition and disposition programs.  Our clients also include hedge funds and other financial buyers, parties to joint venture arrangements, venture capitalists and individual investors.  Among the business segments in which our M&A practice involves us on a regular basis are the apparel, biotechnology, computer products, consulting, consumer products, electronics, financial services, gaming, healthcare and recording industries.

Our corporate group regularly represents clients in contests for corporate control, as sellers, buyers and participants in contested proxy solicitations.  We coordinate with and support members of our litigation department acting as plaintiff or defense counsel in actions spawned in contested M&A environments.

We counsel special committees of the board of directors that represent public shareholders in interested party transactions. We also represent one of the world’s largest insurance groups in underwriting representations and warranties policies to mitigate risk in M&A transactions.

Working closely with our corporate restructuring group, we represent both buyers and sellers in sales of assets from bankruptcy estates, including conducting and participation in auctions under Section 363 of the Bankruptcy Code.  Leveraging off the expertise of our financial services group, we are also attuned to the unique issues of buying and selling investment management businesses, including those relating to mutual funds.

In addition to transactional engagements, we advise our clients on M&A issues generally.  For example, we counsel our investor clients who have substantial financial stakes or arbitrage positions in contested acquisition situations.  We assist these clients in understanding and evaluating possible outcomes, and, where appropriate, in communicating with the parties and other persons involved in the transaction.  We advise our clients as well on the implementation, effectiveness and propriety of takeover defense mechanisms.