Mergers, Acquisitions, & Divestitures

Jackson Walker has extensive experience representing clients involved in all types of mergers, acquisitions, dispositions, joint ventures and other strategic alliances, with exceptional experience in private equity, healthcare, and 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.

Guiding M&A transactions from start to finish

Our typical activities in M&A 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

Taking an interdisciplinary approach

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.

Practice Category

Lara N. Assaf

Lara N. Assaf

Associate, Austin
512.236.2068

Serene W. Ateek

Serene W. Ateek

Associate, Dallas
214.953.5833

Arturo Cavazos, Jr.

Arturo Cavazos, Jr.

Associate, San Antonio
210.978.7720

Alden S. Crow

Alden S. Crow

Partner, Dallas
214.953.6019

David B. Deaton

David B. Deaton

Partner, Houston
713.752.4508

Byron F. Egan

Byron F. Egan

Partner, Dallas
214.953.5727

Zachary Fedorko

Zachary Fedorko

Associate, Dallas
214.953.5925

Alex Frutos

Alex Frutos

Partner, Dallas
214.953.6012

Ryan K. Holm

Ryan K. Holm

Associate, Dallas
214.953.5745

Pete Hyndman

Pete Hyndman

Partner, Dallas
214.953.5880

Kevin A. Jones

Kevin A. Jones

Partner, Dallas
214.953.6129

Rony Kishinevsky

Rony Kishinevsky

Associate, Austin
512.236.2274

Patrick Knapp

Patrick Knapp

Partner, Dallas
214.953.5963

Ann M. Leafstedt

Ann M. Leafstedt

Partner, San Antonio
210.978.7743

Shari Y. Mao

Shari Y. Mao

Partner, San Antonio
210.978.7764

Philip C. McDermott

Philip C. McDermott

Senior Counsel, Austin
512.236.2268

Cale McDowell

Cale McDowell

Partner, Austin
512.236.2057

Taylor McDowell

Taylor McDowell

Associate, Austin
512.236.2225

Dana F. Murphy

Dana F. Murphy

Senior Counsel, Dallas
214.953.6153

Joshua M. Nosal

Joshua M. Nosal

Associate, Dallas
214.953.6034

Brett A. Reamer

Brett A. Reamer

Associate, Austin
512.236.2360

Erik S. Romberg

Erik S. Romberg

Senior Counsel, Austin
512.236.2025

Cade Satterfield

Cade Satterfield

Associate, Austin
512.236.2286

Jessica Schwartz

Jessica Schwartz

Associate, Dallas
214.953.5983

Jeremy I. Sheng

Jeremy I. Sheng

Associate, Houston
713.752.4248

Sang Shin

Sang Shin

Senior Counsel, Houston
713.752.4408

J. Machir Stull

J. Machir Stull

Senior Counsel, Dallas
214.953.6039

Ruth S. Thomson

Ruth S. Thomson

Associate, San Antonio
210.978.7716

Patrick B. Tobin

Patrick B. Tobin

Partner, San Antonio
210.978.7785

Kirk Tucker

Kirk Tucker

Partner, Houston
713.752.4389

William H. Venema

William H. Venema

Of Counsel, Austin
512.236.2278

Zachary P. Ward

Zachary P. Ward

Associate, Dallas
214.953.5760

Chad D. West

Chad D. West

Associate, Dallas
214.953.5891

In the past few years alone, we have represented clients in connection with the following transactions:

  • A merger of a NASDAQNMS-listed energy company into an NYSE listed electric company
  • A complex cross-border acquisition of a French manufacturing company and the formation of joint ventures in Turkey and Lebanon involving significant tax, intellectual property and corporate law issues
  • A leveraged recapitalization transaction in which a private equity firm acquired control of a broadband internet, cable television and telephone service provider
  • Secondary market purchases by a hedge fund of funds of interests in over 198 different hedge funds valued at over $123.4 million
  • A joint venture between a Texas-based spirits distributor in a transaction with the second-largest spirits and wine distributor in Illinois, creating the largest spirit, wine and malt beverage distributor in the state of Illinois
  • A merger transaction involving the sale of a privately held, Dallas-based medical information technology company to a private equity fund in a transaction valued at approximately $400 million
  • A sale of a minority interest in an Indian low-cost carrier airline listed on the Bombay Stock Exchange for all-cash consideration of approximately $41 million
  • A sale by a privately held, Dallas-based medical information technology company in a $40 million merger transaction involving its sale to a private equity fund
  • An acquisition by a public healthcare company of another public healthcare company by way of a stock exchange offer
  • A sale of a public healthcare company to a public pharmaceuticals company by way of a cash tender offer in a transaction value at approximately $225 million
  • An acquisition of an asphalt refinery following a Chapter 11 bankruptcy of the target resulting in a transaction value at approximately $45 million
  • A sale of equity interests in privately-held manufacturer of baked goods to a publicly traded Colombian company for approximately $84 million
  • Led the team advising the publicly traded seller of a refinery and related terminal, pipeline and feedstock assets for $115 million, including negotiation of the asset purchase agreement and complex transition and employee services agreements.
  • Representation of one of the largest independent liquids terminal and pipeline operators in the nation in its acquisition of a refined products terminal in Linden, N.J. in a $142.5 million transaction.