Public Company Transactions
Our Public Company Transactions team has substantial experience in transactions in which a public company is a participant either as a target, or as an acquiror where the transaction involves significant SEC reporting obligations. These M&A lawyers have broad experience in M&A transactions, as well as securities knowledge developed from representing public companies as lead outside securities counsel advising on day-to-day securities registration and compliance matters.
Public company M&A transactions present unique considerations, from negotiating appropriate deal protection measures (for example, no-shop/go-shop/fiduciary duty outs) to utilizing the most advantageous structure (one-step versus two-step mergers). We have the capability to handle all types and sizes of public company transactions and our team brings the same strategy and focus on achieving the optimal business result for our client to each transaction.
Our public company M&A experience includes transactions of all sizes. We have recently handled public company transactions having a transaction value in excess of $1 billion and as small as $10 million.
The types of transactions our public company M&A group handles include:
- Negotiated transactions where a public company is the target;
- Going-private and leveraged buyout transactions;
- Hostile takeovers, involving both proxy contests and tender offers;
- Restructurings, including spin-offs, and recapitalizations;
- Distressed transactions, including sales out of bankruptcy and 363 transactions; and
- Special committee representation and advising boards of directors/management on fiduciary duties.
Haynes and Boone represents public clients in a host of complex mergers, acquisitions, divestitures and other negotiated deals. Our team has experience representing both buyers and sellers in such transactions and understands the unique needs and issues that may arise. We also handle joint ventures, strategic investments and other collaborative transactions for our public company clients.
In this environment of increasing regulation, remaining a public company has become more expensive than ever. Our team has experience advising both public companies (and their management) and acquirors (often private equity funds) in going-private transactions. We have assisted many management teams in navigating the unique considerations that must be taken into account in any going-private transaction. Additionally, our significant private M&A work with private equity funds allows our team to help prepare our public company clients for negotiating and working with private equity sponsors.
Our team has experience representing target companies, their boards of directors, bidders and other strategic parties in unsolicited transactions and contests for control of publicly listed companies (aka “hostile takeovers”). Hostile takeovers can take the form of a tender offer or proxy contest and from either the target’s or bidder’s perspective require strategies that can be quite different from negotiated transactions. Clients have specifically brought our team into transactions as special counsel to a target’s board of directors or special committee. We also have been brought in by a target’s outside counsel to advise on the multitude of securities law issues that are unique to hostile takeovers.
Haynes and Boone has advised our public company clients in a number of restructuring transactions, from spin-offs and split-offs to recapitalizations. Because there is no true acquiror in such restructurings, the transactions involve issues different from any transaction in which there is a buyer and a seller. Our team has assisted many of our clients in utilizing such restructuring transactions to structure and consummate a transaction that maximizes their shareholders’ value while helping to properly position the business in order to most efficiently and effectively move forward.
We have represented public company and private equity fund clients in connection with acquiring or disposing of companies and assets through bankruptcies and restructurings. Our team of bankruptcy attorneys works hand-in-hand with our M&A lawyers on such deals to ensure our client achieves the best outcome possible, whether through bankruptcy contests, pre-packaged negotiated transactions or Section 363 transactions.
Special Committees and Boards of Directors
In all public company mergers and acquisitions, the board of directors and management of the company have unique issues and considerations. Our team has served as special counsel to a variety of public companies’ boards of directors, special committees and management teams in connection with the types of transactions described above, and we are experienced in assisting such clients with fiduciary duty issues.