The Corporate department at Davis & Gilbert is regularly involved in advising on and structuring a wide range of mergers, acquisitions, divestitures and joint ventures. These transactions are incredibly varied based on ever-changing company needs and business interests, with each having its own unique set of legal issues - ranging from minority shareholder rights, to enforceability of non-competes to fraudulent conveyances to seller indemnifications.

Our Corporate group has vast experience in representing both buyers and sellers of businesses. New clients often seek us out specifically for help in structuring "earn-out" transactions, with their unique set of pitfalls and negotiation points.

The following are just some examples of the types of "M&A" transactions typically handled by Davis & Gilbert:

• Management buy-outs
  
• Minority squeeze-out mergers
  
• Stock for stock tax-free exchanges
  
• Acquisitions of minority and majority interests with put and call options
  
• Purchase of financially distressed assets in and out of bankruptcy, including in connection with pre-arranged bankruptcies and Section 363 sales in Chapter 11 proceedings.
  
• Stock purchases utilizing 338(h)(10) elections