Sutherland represents buyers and sellers in acquisitions and dispositions of both publicly-owned and privately-held businesses. These transactions have involved a broad range of businesses, including manufacturing, energy, communications, banking, insurance and health care.
Our experience covers the full range of issues that may be expected to arise, including tax, securities, antitrust, environmental and other regulatory considerations, as well as the special issues raised by transnational transactions.
We have extensive experience in the acquisition of publicly-owned companies, representing both buyers and sellers, including special committees of independent directors.
We also have participated in financial restructuring on behalf of clients that have involved asset spin-offs to stockholders, recapitalizations (including the creation of so-called "alphabet" stock), stock-for-debt swaps and debt-for-debt swaps.
Our mergers and acquisitions practice often draws upon the significant experience of our government regulations and environmental practice groups.
In asset acquisitions, the firm's environmental lawyers are responsible for the often complex due diligence and assessment process that may be required in order to measure air, water and waste disposal liabilities. This process includes the evaluation of environmental regulatory compliance, the sufficiency of permits, and the nature of governmental and third party claims. Having identified such liabilities, our environmental lawyers assist corporate attorneys in developing transactional documentation to accurately reflect the intent of the parties in allocating environmental costs and risks among buyers and sellers.
In a similar manner, the firm's energy lawyers address federal and state regulatory issues arising from transactions involving petroleum, natural gas and electrical generation and transmission assets and facilities. Other attorneys in the firm's regulatory practice group are versed in the trade, government contracts, communications and commodities laws as well as other federal and state regulatory issues that often are impact mergers and acquisitions.
Finally, we have had extensive experience in handling all antitrust aspects of mergers, acquisitions, and joint ventures. We are experienced in evaluating potential antitrust risks associated with transactions contemplated by our clients; structuring transactions to reduce antitrust risks or achieve other appropriate client objectives; preparing premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act and under the Defense Production Act ("Exon-Florio"); handling "second request" and other investigations initiated by the U.S. Department of Justice, the Federal Trade Commission, and state antitrust enforcement agencies; and defending the legality of transactions in litigation brought by the enforcement agencies or private parties.
We have also developed skills in structuring and counseling joint ventures with respect to antitrust considerations, particularly in regulated industries such as banking, energy and insurance.
© 2013 Sutherland Asbill & Brennan LLP