Mergers, Acquisitions and Transactions

    We represent buyers and sellers of businesses in a wide array of situations, from taxable to tax-free, private equity to strategic, and cash versus stock. We represent buyers or sellers of small family businesses, all the way up to complex deals involving multiple parties and hundreds of millions of dollars. Unlike many tax lawyers, we can handle the entire transaction, from letter of intent to closing, including all corporate work.

    For over thirty years, Robert W. Wood has advised businesspeople, attorneys, investment bankers, business brokers and accountants on tax-advantaged acquisitions and dispositions. Wood LLP often acts as tax counsel to domestic and foreign corporations, both private and publicly held, advising on structuring acquisitions and dispositions, mergers and spinoffs. In some cases, we have been engaged to obtain an advance determination from the Internal Revenue Service on the tax treatment of a transaction, particularly tax-free acquisitions or dispositions. Robert Wood writes and speaks frequently in this area, serving as founder and Editor-in-Chief of The M&A Tax Report, a monthly review of tax-advantaged merger and acquisition techniques.

    Although we sometimes advise solely on the tax aspects of an acquisition, we more frequently take a larger role, handling all corporate and transactional aspects of the deal as well (all negotiation and documentation). Given our extensive experience in negotiating the business and legal terms of such arrangements, many clients now prefer that we act in such a lead counsel capacity, engaging or directing other specialty attorneys (such as intellectual property or environmental counsel) as needed.

    We routinely represent clients in buying or selling businesses, including negotiation, documentation and closing of the transaction. Tax issues are addressed in an integrated fashion with corporate and contract issues. In some transactions, our involvement begins quite early (before a letter of intent is drafted), while in others, we may be called in to assist the client after draft contracts are already circulating and the transaction is underway.

    We have long provided sophisticated tax advice to individuals and business entities that are in the process of acquiring or divesting businesses. We have decades of experience in corporate formation, mergers and acquisitions (both taxable and tax-free), dispositions, leveraged buyouts, recapitalizations, and spin-offs. We also provide counsel to our clients on the tax aspects of significant internal corporate matters, such as restructurings, advising on tax return reporting positions, and reviewing proposed transactions. We advise our clients on the tax implications of transaction alternatives, design and develop tax-advantageous deal structures, and draft and negotiate the tax provisions of related transaction documents.

    We frequently obtain private letter rulings for our clients on transactional tax matters, having substantial experience in dealing with the National Office of the Internal Revenue Service. We are intimately familiar with government personnel and procedures, allowing us to obtain favorable results when requesting Technical Advice Memoranda or Private Letter Rulings on behalf of our clients. We have working relationships with individuals at the IRS National Office and on Capital Hill. These relationships allow us to keep abreast of current trends and developments in taxation. 

    Purchases or sales (in virtually all we have acted as primary counsel) include:

    • Represented Amoeba Music, Inc. in an online music venture and restructuring.

    • Served as special tax counsel to the founders of a public software company during an acquisition and settlement of litigation (Nassda Corporation acquisition by Synopsys, Inc.).

    • Served as tax advisors to the founders of a Silicon Valley software services company as it was acquired by a public company (acquisition of Blue Pumpkin Software by Witness Software).

    • Represented a NASDAQ software company in a wind-down, evaluating the tax aspects of net operating losses and acquisitions (CoSine Communications, Inc. evaluation of bid by Kanders & Company, Inc. and acquisition by Tut Systems, Inc.).

    • Represented a Florida-based financial buyer in negotiating, documenting and closing the purchase of a California-based charter company.

    • Represented a U.S. and U.K. software and financial service company in an asset sale, partial reorganization, and both debt and equity issuances (Iris Financial Engineering & Systems, Inc., and related companies sale to Apax (Europe), Ltd.).

    • Represented the founders of a multi-billion dollar public high-tech firm in negotiating and documenting the buyout of the only non-family member from a series of captive investment vehicles. 

    • Negotiated a cash and (partially tax-free) stock transaction between brothers.

    • Formed and advised a holding company for European Growth Shares, based in the British Virgin Islands.

    • Represented a national specialty food store buyer in a two-store franchise buyback and asset purchase (Honey Baked Ham, Inc. acquisition from THJ-California and THJ of Ventura).

    • Represented a securities industry software subsidiary of a regional stock brokerage firm in a merger with a former affiliate (Advent Outsource Data Management, LLC acquisition by OutSource Acquisition Corporation).

    • Acquisition of an interest in a U.K. public company and participation (as a concert party) in a U.K. rights offering (partial acquisition of BNB Resources Plc by The & Trust).

    • Represented a closely-held express freight courier company and principals in a stock sale and related noncompete, consulting and earnout agreements (sale of Maximum Express, Inc. to Maximum Express LLC).

    • Represented a large publisher and book distributor in a sale to a publishing industry conglomerate, followed by a buy-back of publishing company assets (Publisher's Group West sale to Advanced Marketing Services, and repurchase of Avalon Publishing).

    • Represented a securities brokerage firm in a tax-free spinoff analysis, and in a planned taxable dividend distribution of a wholly-owned software subsidiary to shareholders, followed by a reorganization of the software company (Round Hill Securities distribution of Advent Outsource).

    • Advised the West Coast shareholders of a winery and holding company in the division of public company securities and redemption of closely-held stock (Frank Johnson Vineyards). 

    • Represented a founder of OPC Technology in a noncompete renegotiation (OPC Technology and Mentor Graphics).

    • Represented the Seller and key employees of an international cosmetics brand to a Paris based conglomerate (Urban Decay, LLC to LVMH Moët Hennessey Louis Vuitton).

    • Represented a Nevada-based international office furniture manufacturer and its owner and key employees in a stock sale to a Greenwich, Connecticut LBO group, coupled with an inventor's sale of intellectual property, multi-tiered secured financing, an earnout and several executive compensation packages (VIA, Inc. to Clearview Capital, LLC).

    • Assisted English and South African lawyers on an equity infusion to a publicly-traded South African software company (G.E. Capital (U.K.) purchase of Mosaic Software).

    • Represented a Delaware investment partnership in the acquisition of a minority stake in a U.K. public company via a group tender offer (Cartesian Partners, L.P. investment in Liberty of London, PLC).

    • Negotiated and completed a restructuring and private equity investment in a U.S. biotechnology company based in New Mexico (& Capital, LLC stake in QTL Biosystems, LLC).

    • Represented the co-founder of a tech company in post-merger negotiations of earn-out payments.

    • Represented a retail securities firm in a restructuring, the dividend distribution of a related software service company, and sale negotiations with multiple prospective buyers.

    • Represented the founder and largest shareholder of a national furniture and decorative arts company in a management-led buyout (Sloan Miyasato, Inc.).

    • Represented the target in the sale for cash and securities of eleven veterinary hospitals as part of a national industry consideration (Sacramento Animal Medical Group, Inc. to National PetCare Centers, Inc.).

    • Represented the sellers of a patented advertising device (supermarket Adstick lane dividers) for cash and earn-out rights to a Fortune 100 media conglomerate (Alpine Promotions Inc. to NewsAmerica In-Store Marketing, Inc.).

    • Represented a group of shareholders of a plaintiffs class action law firm in a sale of assets (including an overfunded pension) to a financial buyer (Sale of Saveri Group Inc. to Financial Frontiers Corporation).

    • Represented an internet company in a pooling acquisition by a multi-billion dollar software company (Studio Archetype to Sapient).

    • Represented all U.S. shareholders of a Swedish public company (DynaSoft AB) in a sale to a U.S. public company (Security Dynamics Technologies, Inc.).

    • Closed the buyout of a 50% shareholder in a firearms and sporting goods business by the other 50% owner.

    • Represented a closely-held high technology company and its shareholders in structuring a pre-acquisition employee incentive program.

    • Represented a software company in its leveraged acquisition of a Japanese competitor.

    • Represented a janitorial service company in acquiring the non-union operations of competitors in California and Tennessee (Trinity Building Maintenance, Inc. acquisition of Reliable Building Services).

    • Negotiated and closed the sale of a regional renal health care facility to a large public company (North State Nephrology, Inc. to Gambro, Inc.).

    • Represented a group of trusts selling a majority stake in a studio to a management-led buyout group, coupled with simultaneous closings of several parcels of commercial real estate (Western Scenic Studios, Inc.).

    • Negotiated and closed the sale of a successful janitorial supply company to a large public company for cash and the assumption of debt (Raban Supply, Inc. sale to ALCO Standard Corporation/Unisource Worldwide, Inc.).

    • Represented a family electronics company in a nontaxable exchange of stock for shares in a public electronics firm (ADI Integrations sale to Emerson Electronics).

    • Represented a closely-held software company and its two owners in their sale to a public company for cash and earn-out rights (Bi-Tech Software, Inc. sale to SunGard Data Systems, Inc.).

    • Documented and closed a stock sale involving 50% of a wholesale produce company (Quality Fresh Produce, Inc.).

    • Documented and closed the purchase of a sporting goods retailer (Sportsman's Enterprise purchase of Kerley's Sporting Goods).

    • Negotiated and closed the restructuring and purchase of a soft drink manufacturer, resolving a multi-party creditors and stockholders' dispute (Nutriceutical Beverages, Inc.).

    • Represented a South African multimedia concern in negotiating international distribution rights (CR Interactive (Pty) Ltd.).

    • Negotiated and closed the sale and liquidation of an employee-owned regional air conditioning and heating company (G.J. Yamas Co., Inc.).

    • Acquired a majority stock position in a French-based European bicycle tour company on behalf of a nonresident investor, reorganizing the company, and subsequently selling the stock in an employee buyout (Europeds, S.A.).

    • Negotiated and closed the sale of an international beverage company to an investment group (New Jamaican Gold, Inc. sale to The Charterhouse Group).

    • Assisted in several acquisitions of U.S. real property and stock on behalf of foreign investors.

    • Advised an investment partnership concerning an exchange of interests and restructuring.

    • Advised a high-technology manufacturer on a restructuring, division of operations and infusion of equity capital.

    • Merged two nonprofit organized labor associations.

    • Advised a nonprofit health care institution on a conversion to for profit status under state and federal tax law.

    • Represented a South African CD-ROM distributor in acquiring distribution rights (Updata South Africa (Pty) Ltd.).

    References available on request.