Mergers & Acquisitions

Enterprising attorneys always seek outcomes that are greater than just the sum of the parts.

When faced with a time-sensitive opportunity or need to rapidly expand your business through a merger or acquisition, you need an agile, responsive legal team to guide the process. Our Mergers & Acquisitions team has a long history of successfully assisting clients with both straightforward and highly complex mergers and sales transactions. The key factors contributing to our success on behalf of clients include:

  • Ensuring that our entire team understands the full picture - the intricacies of the business deal as well as our client's objectives.
  • Using state-of-the-art technology to improve efficiency and communication. We collect, store and present data in a way that is accessible and useful to the client. When a project warrants it, we establish virtual private networks with the client.
  • Assembling the right team. As one of the region’s largest law firms, we draw from a talented group of attorneys who are experienced in a wide range of transactions. We have a dedicated, trained team of paralegals who are adept at performing data extraction and manipulation processes. We have developed relationships with local counsel throughout the country, and we are accustomed to working with a client's other advisors.
  • Being responsive and highly mobile; acting quickly.
  • Providing an excellent value to our clients. By combining the rate structure of a mid-sized, Vermont- and New Hampshire-based law firm with reliance on trained paraprofessionals for significant parts of a project, we can achieve significant cost savings for our clients.

As mergers and acquisitions counsel, and drawing on the expertise from the firm’s intellectual property, tax, employment and real estate lawyers, we offer extensive experience in handling due diligence investigations, tax planning and deal structuring in transactions ranging from stock and asset purchases to management buyouts, recapitalizations and reorganizations.

Recent Accomplishments

The Mergers & Acquisitions team at Downs Rachlin represents large and small businesses in mergers and sales transactions. We offer extensive experience handling tax-free and taxable acquisitions and sales of stock or assets, mergers, management buyouts, recapitalizations and reorganizations to our clients. Some of our more recent accomplishments include:

  • Assisted a Vermont-based specialty components manufacturer in acquiring a New Hampshire company with complementary capabilities, resulting in a combined company with more depth and a diverse customer base.
  • Represented the US-based subsidiary of a Swiss company in acquiring an aerospace components manufacturer with operations in New Jersey and the Caribbean.
  • Representation of a publicly traded Canadian corporation in restructuring the operations of multiple US-based  and offshore direct and indirect subsidiaries.
  • Represented a pet products business with a nationwide customer base in a sale of assets, resulting in a liquidity event for the equity owners; negotiated incentive packages for key executives who assumed senior positions with the acquiring company.
  • Served as Vermont counsel to the acquirer of a publicly traded energy supply company; represented the client in arranging for issuance of debt securities to fund the acquisition.
  • Developed and implemented a strategy for consolidating ownership of a market-leading consumer products company.
  • Represented a Vermont manufacturer in the sale of its stock to an ESOP, resulting in a tax-efficient liquidity event for the previous owners and an incentivized workforce.
  • Represented a leading Vermont-based fabricator and manufacturer in its sale of assets to a private equity group.
  • Represented a national grocery wholesaler in the acquisition of 100% of the capital stock of a regional wholesaler with operations in the Pacific.
  • Represented a national grocery wholesaler in the sale of 57 retail supermarkets in the Southeast to a regional retail operator.
  • Represented key employees in acquisition of manufacturing facility from international parent company; including related asset-based financing.
  • Represented national hospitality developer in the acquisition of two hospitality condominium properties; including acquisition from individual owners, as well as units held by private lenders, in consolidation for commercial rental property.
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