Mergers & Acquisitions

Scheef & Stone, LLP’s Mergers & Acquisitions practice provides comprehensive legal counsel to buyers, sellers, investors, and entrepreneurs navigating every stage of a transaction – from initial strategy and due diligence through negotiation, structuring, and closing. Our attorneys bring decades of combined transactional experience to deals of all sizes, serving clients across a broad range of industries including energy, real estate, healthcare, technology, construction, manufacturing, and financial services.

Whether you are acquiring a competitor, divesting a business unit, pursuing a management buyout, or positioning your company for a strategic exit, our M&A attorneys understand that each transaction carries unique risks, opportunities, and timelines. We approach every deal as a team effort – drawing on the depth and breadth of complementary practices across the firm to deliver practical, integrated counsel that moves transactions forward efficiently and protects our clients’ interests at every turn.

Our experience encompasses buy-side and sell-side transactions for both private and public companies, cross-border acquisitions, leveraged and management buyouts, asset deals and stock deals, joint ventures structured as acquisitions, and transactions involving distressed businesses. Entrepreneurs, private equity sponsors, family-owned businesses, and investment bankers regularly turn to our attorneys for the technical knowledge and bench strength to get deals done.

A Truly Integrated M&A Practice

Mergers and acquisitions are inherently cross-disciplinary. A successful transaction requires seamless coordination across corporate, tax, employment, real estate, finance, intellectual property, and litigation disciplines – often simultaneously and under time pressure. At Scheef & Stone, our M&A attorneys do not work in isolation. We coordinate directly with colleagues across the firm’s established practice groups to ensure every dimension of a transaction receives the expert attention it demands.

Corporate & Business

Our M&A practice is anchored within the firm’s Corporate & Business group, one of the largest at Scheef & Stone. Corporate attorneys lead deal structuring, entity selection, governance analysis, and the drafting and negotiation of definitive transaction agreements – including purchase agreements, merger agreements, shareholder agreements, and closing documents. Their deep experience with equity structures, joint ventures, and corporate governance ensures that deals are structured to meet our clients’ business and legal objectives from day one.

Taxation

Tax considerations are central to every M&A transaction. Our Taxation attorneys work hand-in-hand with the deal team from the outset to evaluate and optimize transaction structure – whether an asset sale, stock sale, or merger – and to address the federal, state, and international tax implications for both buyers and sellers. Their expertise in corporate and partnership taxation, including S-corporation issues, partnership debt allocations, and profits interests, helps clients minimize tax exposure and maximize after-tax value at closing and beyond.

Securities & Finance

For transactions involving public companies, private placements, or institutional financing, our Securities & Finance attorneys provide critical support. They advise on securities law compliance, public company disclosure obligations, financing structures including debt and equity arrangements, and regulatory filings. Their relationships with financial institutions, private equity sponsors, and investment bankers complement the M&A team’s transactional capabilities across the full capital structure.

Labor & Employment

Every acquisition carries workforce implications, and our Labor & Employment attorneys are integral to the M&A due diligence and integration process. They advise on the treatment of employment agreements, executive compensation arrangements, non-competition and non-solicitation covenants, ERISA and employee benefit plan liabilities, and WARN Act obligations. Their counsel helps buyers understand employment-related exposures before closing and helps structure post-closing integration to minimize disruption and legal risk.

Real Estate

When transactions involve real property – whether as the primary asset or as part of a broader business acquisition – our Real Estate attorneys conduct title and lease due diligence, review and negotiate real property purchase agreements and transfer documents and advise on commercial loan restructuring and financing secured by real property. Their experience spanning office, industrial, retail, hotel, and multi-family properties is particularly valuable in transactions involving operating businesses with significant real estate holdings.

Intellectual Property

In acquisitions involving technology companies, software, media, consumer brands, or any business where intangible assets represent significant value, our Intellectual Property attorneys assess and protect those assets throughout the deal process. They conduct IP due diligence, evaluate patent, trademark, trade secret, and copyright portfolios – and their value, review licensing and technology transfer agreements, and advise on representations and warranties related to IP ownership and freedom to operate. Their involvement helps buyers understand what they are acquiring and negotiate appropriate protections.

Banking & Finance

Our Banking attorneys support M&A transactions by advising on commercial loan transactions, debt financing, and the negotiation and documentation of acquisition financing. They represent both lenders and borrowers in structuring the debt side of leveraged transactions and bring extensive experience in loan workouts and restructuring that proves valuable when transactions involve distressed assets or sellers.

Bankruptcy, Restructuring & Creditors’ Rights

Acquisitions out of bankruptcy or involving financially distressed sellers present a distinct set of legal challenges and opportunities. Our Bankruptcy and Restructuring attorneys have represented parties in some of the largest restructuring matters in the United States and regularly partner with the M&A team on distressed acquisitions, 363 sales, and transactions requiring creditor committee or court approval. Their involvement ensures that buyers and investors navigate the complexities of distressed transactions with confidence.

Litigation

Our experienced Litigation attorneys provide M&A clients with pre-closing dispute risk assessment and post-closing dispute resolution. They advise on the enforceability of representations, warranties, and indemnification provisions, assist in negotiating representations and warranties insurance, and stand ready to litigate post-closing indemnity claims, earnout disputes, or other transaction-related controversies should they arise. The firm’s appellate attorneys further support this capability by providing sophisticated counsel in any matter that proceeds to a court of appeals.

Healthcare

Acquisitions in the healthcare sector require specialized regulatory knowledge that our Healthcare attorneys bring directly to the deal team. They advise on state and federal regulatory compliance, practice acquisition structures, physician employment agreements, and managed care considerations that are unique to healthcare M&A transactions and that can directly affect deal structure, timing, and value.

How we serve your mergers & acquisitions needs:

  • Buy-Side Acquisitions
  • Sell-Side Transactions & Divestitures
  • Management Buyouts & Leveraged Buyouts
  • Cross-Border Transactions
  • Private Equity & Venture Capital Transactions
  • Asset Purchases & Stock Purchases
  • Mergers & Consolidations
  • Joint Ventures Structured as Acquisitions
  • Distressed Asset & Bankruptcy Acquisitions
  • Due Diligence Coordination & Management
  • Transaction Structuring & Tax Optimization
  • Letter of Intent & Term Sheet Negotiation
  • Definitive Agreement Drafting & Negotiation
  • Representations, Warranties & Indemnification
  • Post-Closing Integration Counsel

Let our mergers & acquisitions attorneys serve you: