Mergers & Acquisitions
Waller is a go-to firm for handling large, complex business transactions for clients ranging from early-stage and emerging companies to large, established private and public companies. Clients rely on our corporate mergers and acquisitions team for pragmatic advice on mergers, acquisitions and joint ventures in addition to divestitures and unwinds, asset purchases and sales, roll-ups, proxy contests, recapitalizations, redomestications, spin-offs and split-offs.
Waller's attorneys have the business and transactional experience and industry acumen to help clients close deals, especially in highly regulated industries. Since 2015, Waller has closed more than 100 transactions with an aggregate value of $10 billion.
Waller's mergers and acquisitions practice includes:
Waller advises acquirers, targets, sellers, institutional investors, boards of directors and special committees of public and private companies in both negotiated and contested transactions. Working with our clients' leadership and development teams as well as outside advisors, such as investment bankers, Waller can assist clients with their development strategy and ensure the process is managed effectively. As clients look to sell their business or acquire another entity, Waller is at the table advising them on deal structures, potential synergies and regulatory issues. Given our understanding of their business objectives and industry profile, clients look to Waller to best position their company for future success. Working together, we can quickly identify and anticipate different deal perspectives to determine the best M&A strategy.
Deal Structure, Terms and Due Diligence
Once a verbal agreement is reached, Waller's corporate attorneys work to negotiate deal terms and develop the various agreements needed to bring the transaction to a close. We minimize risks and anticipate disputes, and our corporate M&A attorneys work with others in the firm with subject matter knowledge to deliver a full suite of services to our clients, including antitrust, real estate, environmental, litigation, securities, ERISA/executive compensation, labor and employment, and intellectual property. We recognize that cost management is a key priority for our clients, and we have developed client-focused tools designed to streamline the transaction process and reduce overall cost.
Post-Closing Matters and Integration
The day a transaction closes is a major milestone, but it is not the end of the deal. Both parties — buyer and seller alike — still face obligations to each other, as well as to the business. Many deals involve complicated earn-out mechanisms as well as other post-closing purchase price adjustments and long-term escrows to satisfy any post-closing claims. We work with clients to ensure that they appropriately value all required adjustments. Often, there are matters that involve indemnification claims, and we assist clients in creating long-term escrows or other arrangements to satisfy these claims. Waller works with clients to appropriately quantify any post-closing indemnification claims and document and finalize any related post-closing payments and ultimately the release of any amounts remaining in escrow.
Serving as special healthcare counsel in the transaction and providing due diligence and regulatory review support.
Served as legal counsel to North American Partners in Anesthesia (NAPA) in its acquisition of American Anesthesiology, a MEDNAX, Inc. medical group.
Represented Cloudscale365, Inc. as transaction counsel during their acqusition of all the stock of Georgia-based Strategic Systems Consulting, Inc., a similar email exchange and cloud based hosting services company.