M&A, Insolvency and Restructuring

Mergers and Acquisitions, Insolvency and Restructuring

Wood & Lee represents participants throughout the world in transactions involving the acquisition or sale of business enterprises or their assets. We represent buyers, sellers, investment bankers, private equity firms, boards of directors, special committees and lenders in all types of acquisitions involving publicly traded and privately held corporations. Our lawyers are active in negotiated and hostile tender offers, leveraged buyouts and going-private transactions. We also advise on split-offs, spin-offs and other significant recapitalisations.

 

We handle all aspects of these transactions, including advising the board of directors, working with management on business and strategic issues in the deal, organising and conducting due diligence investigations, negotiating agreements, advising on and filing domestic and international antitrust notifications, and participating in post-acquisition planning. Our mergers and acquisitions teams draw on the industry-specific knowledge and experience of lawyers in our intellectual property, tax, antitrust, labour, executive compensation, employee benefits, real estate, regulatory and environmental practices to resolve the complex issues raised in business combination transactions. We also represent investment banking firms and other financial advisors in their role assisting companies in acquisition transactions.

 

Our lawyers have completed complex and innovative deals, ranging from small private acquisitions to blockbuster multinational acquisitions, always with a pragmatic approach driven by a thorough understanding of the business imperative. Our lawyers have assisted clients in a wide range of industries, including technology, energy, mining, transportation, financial services, forestry, construction, real estate as well as entertainment

Our clients benefit from our extensive experience acting for domestic and international financial institutions. We represent:

  • public and private companies
  • investment dealers
  • investment fund companies
  • portfolio managers
  • financial institutions
  • venture capitalists
  • entrepreneurs
  • securities-related clients, such as securities regulators and stock exchanges
  • independent committees of directors

 

Our Capabilities

Our lawyers provide mergers and acquisitions advice in connection with:

  • Shares and/or assets transactions, including cross-border or multi-jurisdictional mergers and acquisitions, mergers, share exchanges and reorganisations.
  • Friendly and hostile take-over bids.
  • Targeted or full scope due diligence, including corporate structure, contractual arrangements, intellectual property, environment, product liability, tax, real estate, labour and employment law, pension, regulatory and all other relevant legal aspects of the target business.
  • Joint ventures and other business combinations.
  • Leveraged and management buyouts.
  • Distressed mergers and acquisitions, plans of arrangement, financial restructuring operations, and out-of-court transactions.
  • Spinoff and divestiture of public and private companies.
  • Competition, antitrust and foreign investment issues.
  • Mergers and acquisitions litigation and arbitration matters, including price adjustment disputes, disputes over aborted transactions, domestic and international shareholder class actions, disclosure claims, shareholder disputes, poison pill hearings, breaches of representation and warranties.

Restructuring and Insolvency

Wood & Lee focuses on all aspects of reorganisations and debt restructurings. Our lawyers have significant experience in large, complicated domestic and international insolvency proceedings. We also handle complex restructuring work with institutional lenders and other secured and unsecured creditors, creditor and equity committees, debtors, trustees, servicers of commercial mortgage backed securities loans, lessors of real and personal property, acquirers of distressed assets and businesses, court receivers, and equity holders. We take a multidisciplinary approach to debt-related problems by drawing on the resources of our corporate, finance, tax, litigation and real estate practices. As international lawyers, we guide clients through the often inconsistent insolvency laws around the world.  Wood & Lee offers extensive experience in cross-border matters.

 

Our Capabilities

 

Creditors’ Rights

We aggressively represent the interests of individual creditors as well as official and ad hoc committees of creditors in all industries, including technology, retail, natural resources, energy, real estate, airline and construction. We recognise that the goal of most trade creditor clients is the continuation of ongoing business relationships in addition to repayment of their debt, while the goal of bond creditors is to have their claims paid in full or assumed by a financially responsible party. We also have experience in agricultural trust rights.

Special Purpose Vehicles

We represent multinational corporations in the sale and purchase of assets, both tangible and intangible, by working to maximise value and minimise risk for our clients through special purpose entities and other vehicles. Our lawyers advise corporations on their actions with respect to shareholders and creditors, depending upon the solvency of the entity.

 

Real Estate

We handle all manner and aspects of workouts, including space leases, secured loans, management contracts and partnership relationships in distress. Our lawyers have extensive experience in tax credit transaction workouts. Our lawyers also assist clients in purchasing assets and claims in insolvency proceedings for investment and in protecting important rights in the proceedings.

 

Servicers of Securitised Mortgage Trusts

Our lawyers have particular experience in the complexities of creditor-debtor workouts in the context of servicing commercial mortgage-backed securities loans. We handle all aspects of such workouts, including strategic plan development, pre-workout letters, notices of default and sale, workout negotiations, lock box techniques for controlling cash, title, deed-in-lieu transactions, loan modifications, forbearance agreements and third-party loan sales and debtor discounted payoffs. We rely upon our restructuring, insolvency and litigation expertise to assist lienholders in maximising the value of their distressed assets. In this regard, we represent servicers litigation, including receiverships, as well motions to prohibit or condition use of cash collateral and motions for relief from stay, as well as on the defence of cram down plans of reorganisation.

 

Secured Lenders and DIP Financing

Financial institutions and lending institutions retain us to accomplish work-outs and negotiate debtor-in-possession loan facilities. We focus on the breadth of the significant protections afforded to lenders and seek to add value for our clients in middle market deals as well as in deals in excess of $100 million.

 

Reorganisations

Our lawyers represent corporations as debtors in reorganisations. We efficiently and effectively assist debtors in progressing through the reorganisation process with a disruption to their business and in negotiating with creditors without alienating future sources of business. We prosecute and defend all types of litigation proceedings, including arbitrations and claim recovery.