Mergers & Acquisitions

Our Approach

With respect to merger, acquisition and divestiture transactions, we counsel our clients in the planning, structuring, negotiating, financing and closing of such transactions, providing practical guidance throughout the deal cycle, from the pre-letter of intent stage through post-deal integration or winding down of the client’s business. Over the years, we have represented clients in numerous substantial M&A and divestiture transactions, ranging from deals worth several million to hundreds of millions of dollars.

Intellectual Property Law

In the area of intellectual property law, Scarinci Hollenbeck’s Intellectual Property and Technology Transaction Group counsels and represents clients in all transactions in which intellectual property and technology matters are involved, from transactions which are specifically in an intellectual property/technology context, to broader matters (such as M&A transactions) in which it provides the guidance and support on intellectual property and technology aspects of such transactions. Additionally, we handle the prosecution of trademarks and service marks and coordinate and manage client prosecution of trademarks on a global basis.

In connection with intellectual property/technology-specific transactions, we draft, negotiate and counsel clients in all types of matters. Representative contracts include Software and Hardware Licensing and Distribution Agreements; Hardware, Software and Web Site Development Agreements; Cross-Border Technology Licensing and Distribution Agreements; ASP, OEM, VAR, E-Commerce, and Teaming Agreements; Technology Consulting/Services Agreements; Manufacturing Agreements; and Web Site Terms of Use and Privacy Policies.

In addition to the Intellectual Property and Technology Transaction Group’s broader intellectual property/technology practice, the attorneys in that group serve in an integral support role for our firm’s corporate practice, providing support and guidance as to intellectual property and technology elements of merger, acquisition, divestiture and similar transactions. In that capacity, our attorneys perform due diligence services, including confirming ownership rights, scope of licenses, limitations on abilities to convey intellectual property rights, and related background investigation, and drafting and negotiation of definitive agreements which are directly or collaterally impacted by intellectual property concerns.

Tax Law

Scarinci Hollenbeck’s tax attorneys have many years of experience in all aspects of federal, state, local and foreign tax matters. Our services are comprehensive and cover the complete range of tax requirements involved in the structure, operation, succession, sale acquisition, and ownership of privately and publicly owned business entities. We also represent clients in seeking favorable guidance and rulings from the Internal Revenue Service and state tax authorities and defend them in tax litigation and audits. The firm frequently advises clients on the structure to be used in on-going corporate operations, sale, merger and succession planning.

Labor & Employment Law

Scarinci Hollenbeck’s labor and employment attorneys handle complex and challenging employment law issues for employers on a worldwide basis. We counsel clients in the full range of labor and employment issues including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (ADEA), the Americans with Disabilities Act (ADA) and the Occupational Safety and Health Act (OSHA).

Litigation

When litigation proves to be the only means to resolve a conflict, our attorneys work closely with the firm’s litigation attorneys to develop and implement an effective strategy to protect our client’s interests. Our labor and employment attorneys are also well versed in representing our employer clients in traditional labor law matters. These may include union organizing attempts, unfair labor practices, union grievance arbitrations and injunctive proceedings to halt unlawful strikes and illegal mass picketing.

We have negotiated collective bargaining agreements in a variety of industries and with scores of unions, at both the employee and supervisory levels. We are equally experienced in representing our clients in matters involving individual contracts and early retirement agreements. We regularly assist our clients with the labor and employment aspects of acquisitions, divestiture and bankruptcy work.

Our labor and employment attorneys play a major role in counseling our clients with respect to union and human resource issues in every merger and acquisition and similar transaction in which we engage.