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what we do / Mergers & Acquisitions

acquisition is a growth strategy… when the deal closes!
overview

The Tucker Ellis Mergers & Acquisitions Group has extensive experience in the broad range of issues that confront our clients in today’s transactional environment. We bring a coordinated, multidisciplinary team to every transaction, drawing upon our many practices—acquisition financing, tax, intellectual property, real estate, employee benefits, labor and employment, environmental, and antitrust — depending on what the deal requires.

What sets Tucker Ellis apart from other firms is our singular focus on client service. We understand that every transaction is important to our clients, and our lawyers bring the same commitment to each matter. We also know that transactional work does not follow a 9 to 5 schedule, and in many cases, our clients are busy running their businesses while trying to balance transactions. Whatever time of the day or night, any day of the week, our attorneys are available when our clients need us most.

We also know that our clients don’t pursue transactions in a vacuum. We learn why a particular transaction is strategic to our client, and approach the transaction from that perspective. We understand the risks of that particular transaction to that particular client, and we focus only on the issues that are relevant to the matter at hand.

We also recognize that negotiating a transaction is not about keeping score on deal points won or lost or taking polarizing positions in deal documentation. It is not constructive, cost efficient, or effective to bring an adversarial tone to transaction negotiations. Negotiating is about articulating our client’s interest in a transaction and making sure that the documentation not only protects our client’s interests, but also resolves the myriad and idiosyncratic issues that arise in transactions in a common sense fashion. In short, the documentation needs to make sense for that deal. We do not depend on precedent or deal studies to dictate how we structure and negotiate deals. We know how every article, section, paragraph, and clause in a purchase agreement functions and why it’s there.

In short, from planning, to due diligence, to drafting and negotiating, and finally to closing the deal, we are there for our clients. We understand the issues that need to be addressed, and we work efficiently and effectively with our client, its advisors, and opposing counsel to get the deal done.

Our practice is ranked in the area of Corporate/M&A (Ohio) in Chambers USA 2018, where clients say: "The team is extremely competent, very responsive and flexible to work with," adding that our lawyers have "in-depth knowledge of acquisition strategy, broad knowledge of several legal areas and a strong willingness to tackle new and challenging areas."

Read the latest insights about Mergers & Acquisitions on our Lingua Negoti Blog.

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areas of emphasis

  • Asset transactions
  • Going-private transactions
  • Joint ventures
  • Leveraged buyouts
  • Mergers
  • Private equity transactions
  • Recapitalizations
  • Spin-offs/Split-offs
  • Stock transactions
  • Tender Offers

Key Contacts

experience

experience

The following are representative transactions that Tucker Ellis attorneys have worked on both at Tucker Ellis and elsewhere:

  • Represented a global designer and manufacturer of sensors and actuators and electronic components in multiple acquisitions of various automobile OEMs with transaction values ranging from $10 million to $65 million
  • Represented a NYSE-listed company in connection with a joint venture in a world-class electrical system supplier for the automotive, marine and specialty vehicle, including
  • military, markets
  • Represented a NYSE-listed company in connection with the acquisition of an equity interest in PST Electronic Ltda., a Brazilian company that specializes in the design, manufacture, and sale of electronic equipment for automobiles
  • Represented a large regional bank in multiple division and subsidiary divestitures
  • Represented a large department store chain in the sale of one of its divisions
  • Represented a software development company in the sale of its technology solutions group division for $64 million
  • Represented a Tier I and Tier II OEM part manufacturer and logistics provider headquartered in Southwest United States in a $20-million sale to India’s largest domestic automotive part manufacturer
  • Represented a U.S. holding company in connection with the sale of multiple wire manufacturing operating companies to a private equity firm, including sophisticated tax planning structure which preserved 2012 tax rates for 1Q2013 closing
  • Represented the management team of a Cleveland-based manufacturing company ($500 million+ revenue) in the sale of the company by one private equity firm to another private equity firm
  • Represented a private equity company in the purchase of plastics manufacturer platform and several add-on acquisitions
  • Represented a strategic investor in the acquisition of a circuit board manufacturer
  • Represented a private equity company in the acquisition of a porcelain and polymer electrical insulators manufacturer
  • Represented the shareholders of a national chemical and coatings company in the sale of the company and its foreign subsidiaries to the largest coatings company in the world
  • Represented a technology-based industrial growth company in the sale of its nickel division
  • Represented a leading supplier of precision photonic components and subsystems in an $82.5 million acquisition of a provider of medical and surgical imaging systems
  • Represented a marine IT services company in multiple acquisitions and divestitures between 2003 and 2009, culminating in its sale for $643 million
  • Represented a provider of integrated self-service solutions, security systems, and services in multiple acquisitions and divestitures, including the acquisition of various fire and security product and service and similar companies
  • Represented an aircraft manufacturing and operating company in its $145 million asset sale to a financial acquirer
  • Represented a provider of aircraft charter, sales, and management services in its $35 million acquisition of aircraft
  • Represented a company specializing in aircraft freight service and maintenance in various transactions
  • Represented a French energy conglomerate in connection with several acquisitions in the United States
  • Represented an independent publisher of trade magazines and industry-specific websites in multiple acquisitions and divestitures
  • Represented a manufacturer of pressure-sensitive film label stock and a custom label manufacturer in strategic acquisitions as part of a tax-free reorganization
  • Represented a colorant manufacturer in the strategic acquisition of one of the largest competitors in the industry and related financing
  • Represented a leading international provider of parts and service to the beverage bottling industry in its strategic acquisition by a subsidiary of a leading Japanese trading company
  • Represented a company in the acquisition of multiple product lines and divisions being
  • spun-off as part of the corporate reorganization of a Cleveland-based public company
  • Represented a private equity firm in the acquisition of a motorcycle manufacturing company
  • Regularly structure, document, and close asset and stock acquisitions for middle market corporations with transaction values ranging from $500,000 to $500 million
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