JW represents PMB Helin Donovan in the acquisition of Vink Teague & Associates        JW represents a U.S.-based company in the $100 million purchase of a Colombian educational institute        JW represents privately held client in a $650 million unsecured lending transaction        JW closes the purchase of a U.S. software company for an India company        JW represents GlobalSCAPE (NYSE Amex: GSB) in the $17 million acquisition of mobile file sharing innovator TappIn, Inc.         JW represents Zachry Nuclear Engineering Inc. in its purchase of nuclear software engineering company Numerical Applications Inc.        JW closes the purchase of a multi-site educational institute in Paraguay for a U.S.-based company        JW represents Exelon Corporation in its successful $305 million acquisition of the Wolf Hollow power plant        JW represents Red Oak Water Transfer, Inc. in combination with four other companies to form industry leader to have annual revenues of $800 million        JW represents semiconductor processor verification software company in its merger with publicly held microprocessor company          JW represents a NASDAQ-listed digital music and video rights management company in its $47 million merger          JW represents HealthTronics, Inc. (HTRN) in the $20 million acquisition of Endo Pharmaceutical Holdings Inc. (ENDP) by tender offer         JW represents a medical information technology company in a $40 million merger and sale to a private equity fund        JW represents a heavy equipment dealer in transactions totaling $560 million, including a corporate recapitalization and investments in a professional basketball franchise         JW represents a financial institution in a $40 million merger involving a capital contribution in excess of $100 million         JW represents a student loan servicing company in $20 million stock sale         JW represents a bidder in a Section 363 auction of a $33 million purchase of an oil and gas company         JW represents a commercial food services company in $84 million acquisition         JW represents a seller in the $82 million sale of a leading renewable energy company     

Mergers and Acquisitions

We have extensive experience representing clients involved in all types of mergers, acquisitions, dispositions, joint ventures and other strategic alliances, with exceptional expertise in cross-border transactions. We have represented clients, including publicly and privately held companies, as well as private equity funds and hedge funds, involved in merger and acquisition transactions, from large to small and from simple to extremely complex. Our experience includes a wide range of negotiated and contested transactions including: mergers, stock and asset purchases and dispositions, spin-offs, exchange offers, tender offers, proxy contests, going-private and going dark transactions, and leveraged buy-outs.

Our typical activities in these transactions include:

• Drafting and negotiating asset purchase, stock purchase and merger agreements
• Preparing filings under applicable securities laws (including proxy materials, registration statements, tender offer materials, Section 16 filings, Schedule 13Ds and 13Gs and other filings), the Hart-Scott-Rodino Act and other statutes
• Handling exchange offers, tender offers, proxy contests and going private and going dark transactions
• Counseling publicly and privately held companies, as well as private equity funds and hedge funds, boards of directors, special committees and in-house counsel
• Developing and deploying measures to deter or defend against hostile takeover attempts, including shareholder rights plans ("poison pills") and bylaw and charter provisions
• Handling conversions, recapitalizations, reorganizations (both in and out of bankruptcy), spin-offs and other divestiture transactions
• Representing investment banking firms in connection with their fairness opinions with respect to these transactions
• Assisting in communications with analysts and the media

Our acute focus on each client's unique needs leads us to approach each transaction with an interdisciplinary team of attorneys tailored to the specific transaction, handling the various corporate, securities, intellectual property, litigation, employee benefits, tax, environmental, antitrust, and other issues inherent in mergers and acquisitions.

More recently our multidisciplinary teams have made extensive use of our Bankruptcy practice group and Litigation group in work-outs, transactions involving financially distressed companies and in representing chapter 11 debtors and purchasers.

Working with other firm practice groups, we also provide industry-specific expertise in areas such as agriculture, energy finance, health care, labor and employment, real estate, telecommunications and media.