Corporate Reorganizations, Mergers and Acquisitions
Our corporate reorganizations, mergers and acquisitions practice serves our corporate clients in designing appropriate transactional structures for corporate acquisitions, combinations and mergers. We counsel our clients regarding taxable transactions and tax-free reorganizations, and the concepts and consequences associated with stock and asset acquisition structures. Our attorneys are skilled in complex acquisition structures, emphasizing critical aspects of financing techniques, special applications of tax code opportunities, preservation and usability of loss carryovers and tax attributes, acquisition-related compensation issues, techniques for disposing of unwanted assets, and allocation of risks between buyers and sellers of a corporate business.

SWF prides itself on the ability to be innovative and to assist clients on complicated, multidimensional transactions. However, our corporate practice is not limited to complicated financings or multidimensional deal structures. Much of our daily practice involves traditional buying and selling corporations, whether in stock-for-stock, stock-for-assets or stock-for-cash transactions.  

With a reputation for creativity and excellence, SWF serves a wide range of clients, from closely held companies to public companies. Whether your deal is one of the largest of its kind or a smaller, strategic opportunity, you will benefit from this depth and diversity of our experience.

Our attorneys can assist you in public and private transactions in nearly all types of transactions, including:

• Negotiated acquisitions, combinations and sales
• Public and private mergers
• Tender and exchange offers and bids
• Unsolicited offers, both friendly and hostile, pursuit and defense
• Private equity-sponsored mergers and acquisitions
• Going-private transactions

Experience
SWF attorneys have extensive experience with corporate reorganizations, mergers and acquisitions, including the following recent transactions:

• Represented numerous Georgia banking clients in the formation of banking holding companies, including preparation of regulatory applications, registration of securities, development of shareholder proxy materials, drafting of the agreement and plan of merger, guidance regarding the shareholder meeting, disposition of dissenting shareholders, and consummation of the merger.
• Represented marina developer in multiple private placements of securities in facilitating marina acquisitions and development.
• Represented numerous commercial real estate interests in multiple private placements of securities in syndication of real estate acquisitions and development, including the identification of private subscribers, preparation of confidential private placement memoranda, compliance with blue sky laws, and the consummation of the offering.
• Represented an international resort and timeshare company in numerous acquisitions, including $27 million equity acquisition encompassing preparation of Form S-4 registration statement, coordinating the shareholder meeting, and closing the transaction.
• Represented a logistics company in strategic acquisitions of market share competitors yielding accretive growth and economies of scale.
• Represented venture capital company in multiple acquisitions of technology-related enterprises totaling over $100 million.

This practice area is led by Chet Hosch. For questions or additional information about our corporate reorganizations, mergers and acquisitions practice, please contact Chet at 404-954-9885 or at chosch@swfllp.com.