Overview
Although every transaction may appear to be good on paper, not every transaction proves to be good in reality. The proposed circumstances of a transaction will dictate a wide range of approaches to the sale and purchase of a business, whether the transaction involves the capital stock of one or more companies or is a sale and purchase of assets. The demands of the merger and acquisition process require a business law firm to work closely with the client and the parties to ensure that legal due diligence and negotiation takes into account the business issues and vice versa. Careful analysis must be made of all regulatory concerns (tax, securities, etc.) as well as a careful review of the hidden risks inherent in the transaction itself (product liabilities, merger of benefit plans, administrative and operational combination concerns, etc.).

Our Services
Johanson Berenson LLP provides skilled, flexible and commercially minded legal advice. Our goal is to assist our clients in their success and growth. Legal concerns and potential problems must indeed be located and analyzed in any pending transaction; however they must then be overcome in order for the transaction to work. Making the deal work is what good business attorneys must be focused on, with the caveat that the deal must be accomplished in a manner that provides the necessary protections and safeguards for the client.

The Firm provides general and special counseling in mergers, acquisitions, dispositions, leveraged buyouts, ESOPs and spin-offs of publicly-traded and closely-held companies. Our understanding of business industries and our range of specialist legal services allows us to deliver the best possible solutions to all of the major legal challenges that our clients encounter, maximizing potential benefits and minimizing risk exposure.

The following are some of the more recent matters that the Firm has handled for clients engaged in merger and acquisition transactions:

• We represented a large U.S. entity in its tax-free stock acquisition by a New York Stock Exchange corporation which involved preparation of tender documents, and structuring all tax and financial matters.
• We represented a major foreign corporation in the restructuring of its newly acquired U.S. company, including institution of quality control procedures, drafting and implementing full transactional and operational documentation.
• We provided special counsel in the a tax-free stock acquisition of a specialized manufacturing company by a large public entity.
• Johanson Berenson LLP represented a large U.S. limited partnership in the sale of its retail division to a newly formed limited liability company organized by senior management. Structured as an asset sale, the Firm handled all aspects of the transaction, including structuring, negotiating and closing of the transfer agreement and other documentation necessary to effect the transaction. Post-transaction work included establishing a distribution network for the seller's commercial products and services.
• We represented a U.S. entity in negotiating and structuring a triangular supply agreement with nations in Europe and the Middle East, including all related transactional documentation, permitting and liability issues.
• The Firm represented a national distributor in successfully completing a $10,000,000 sale of the company to its employees through an ESOP transaction.
• The Firm assisted a major manufacturer of extruded aluminum in successfully redeeming one-third of the company's capital stock from minority shareholders, obtaining $30,000,000 in financing for such transaction, a related ESOP transaction and the company's working capital and assisting the company in communicating the ESOP to its employees.
• Johanson Berenson LLP recently successfully obtained over $20,000,000 in financing for a large regional nursery and landscape company and transitioned the ownership of such company to its employees through an ESOP. The Firm also established appropriate incentives for the company's key executives.