Rogers & Hardin attorneys advise publicly-owned and privately-held clients in structuring, financing, negotiating and executing a full range of complex business transactions, including mergers, acquisitions, dispositions, auctions, tender and exchange offers, spin-offs, going-private transactions, joint ventures, recapitalizations and restructurings, and other creative financing techniques. These transactions have involved a broad range of businesses, large and small, including retail and consumer products, manufacturing, communications, information technology, real estate, financial services, public utilities, banking, healthcare, assisted living and skilled nursing care facilities, and security services. Our practice includes the representation of buyers and sellers, as well as stockholders and other equity owners, boards of directors, special committees of boards of directors, financial advisors, investors and other interested parties.
Although most of the mergers and acquisitions in which we advise our clients are negotiated, friendly transactions, we have substantial experience in protecting clients’ interests in hostile transactions as well. We advise clients with respect to fair-price, supermajority and other “shark repellent” provisions, poison pills, dual class recapitalizations and other takeover defenses and preparation. We have represented both bidders and target companies in takeover contests, including tender offers and proxy contests. See “Corporate Governance – Corporate Control Disputes” for more information regarding these types of representations.