Sugar Felsenthal Grais & Helsinger LLP’s merger and acquisition attorneys frequently advise entrepreneurs, private equity and venture capital funds and their portfolio companies, and emerging growth and middle market public and private companies in structuring, negotiating and executing a broad range of complex mergers, acquisitions and divestitures.
We approach each matter with a problem-solving mindset and offer our clients creative yet pragmatic solutions to issues that may arise at any point during a transaction, from the diligence stage and the structuring of a proposed deal, to its negotiation, documentation and execution, including advice about regulatory compliance and disclosure, corporate governance, financing, strategy and implementation and integration. Tax planning is an integral part of almost every transaction, and our merger and acquisition attorneys often work closely with our Transactional Tax group in planning and structuring transactions.
Representative transactions include acquisitions and dispositions of assets and corporate divisions, stock and other equity purchases and sales, redemptions and exchanges, reverse mergers, corporate spin-offs, and tender offers with values from $1 million to $250 million.
With our broad experience, we are able to provide sophisticated legal counsel whether to buyers or sellers. We frequently represent our long-term clients in the sale or expansion of their businesses, but also partner as special counsel with clients’ day-to-day attorneys who need our depth of experience to assist them with these types of transactions.
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Eric J. Peterman- (212) 899-9782
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Publications
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03/20/2020
Jeremy Waitzman and Hajar Jouglaf author "No, It’s Not Martial Law: How Illinois’ COVID-19 Shelter-in-Place Order Will Affect Your Business"
SFGH's Jeremy Waitzman and Hajar Jouglaf answer your questions about Illinois' recently issued COVID-19 shelter-in-place order in "No, It’s Not Martial Law: How Illinois’ COVID-19 Shelter-in-Place Order Will Affect Your Business."
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03/12/2020
Jeremy Waitzman authors "Force Majeure Clauses in the Age of Coronavirus"
Has (or will) the COVID-19 prevent you from meeting your obligations under a contract? A force majeure clause in a contract essentially excuses a party from having to perform under the contract when events outside of that party’s control make it impossible to perform. Most force majeure clauses explicitly address events like war and natural disaster, but not pandemics.
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04/12/2017
Jonathan Friedland and Michael Brandess co-author article entitled, “Does Newspaper Notice Constitute ‘Commercially Reasonable Notice’ in 2016?” published by Uniform Commercial Code Law Journal
The February 2017 issue of the Uniform Commercial Code Law Journal includes an article authored by Jonathan Friedland, Michael Brandess and Christopher Cahill. The article, entitled, “Does Newspaper Notice Constitute ‘Commercially Reasonable Notice’ in 2016?” discusses the evolution of the “commercially reasonable” standard applicable to foreclosure and similar sales.
- 01/01/2009
- 08/06/2008
Speaking Engagements
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02/10/2021
Jonathan Friedland to moderate “How to Read a Balance Sheet – And Why You Care!" as part of West LegalEdcenter’s 2021 webinar series “MBA BOOT CAMP”
Jonathan Friedland to moderate “How to Read a Balance Sheet – And Why You Care!" as part of West LegalEdcenter’s 2021 webinar series “MBA BOOT CAMP."
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07/13/2020
Jonathan Friedland Will Feature on “Structuring and Planning the M&A Transaction”
On July 23, 2020, Sugar Felsenthal Grais & Helsinger partner Jonathan Friedland will feature on the webinar “Structuring and Planning the M&A Transaction,” part of the series “Private Company M&A Boot Camp 2020,” hosted by West LegalEdcenter and Financial Poise. This webinar will focus, among other things, on M&A transaction structures, purchase price payment concerns, and common issues that arise during an M&A transaction. Click here to learn more or to register.
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06/05/2018
SFGH is pleased to announce that Jonathan P. Friedland will speak at a West LegalEd Center/Financial Poise webinar titled “Opportunity Amidst Crisis – Buying Distressed Assets, Claims, and Securities for Fun & Profit.”
On July 12, 2018, SFGH partner Jonathan P. Friedland will speak at a West LegalEd Center/Financial Poise webinar titled "Opportunity Amidst Crisis – Buying Distressed Assets, Claims, and Securities for Fun & Profit."
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02/01/2008
Indemnification in Mergers and Acquisitions - What's Market?
In this presentation given to the Chicago Bar Association, Etahn M. Cohen discussed the results of an American Bar Association survey of the indemnification provisions of publicly available mergers and acquisition agreements. The presentation then discussed the issues revealed by the survey and the tensions that exist between the positions of buyers and sellers.
Our Business Transactions attorneys' recent and notable engagements in mergers and acqusitions transactions include:
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Represented purchaser of Chicago area equipment rental business valued in excess of $22 Million through stock purchase. Assisted with all aspects from drafting and negotiating letter of intent through closing.
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Represented large national entity in connection with acquisition of Midwest area construction equipment rental business valued in excess of $100 million. Assisted with negotiating purchase contract (structured as both stock and asset purchase based on multiple selling entities), completing due diligence, transferring all applicable leases, licenses and assets and the separate transfer of real estate used by the seller and owned by a related entity.
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Advised client in structuring and closing on substantial turnaround investment in distressed manufacturing business in transaction involving restructuring of company equity, redemption of most existing owners and workout with existing lenders.
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Represented manufacturing company in $35 million sale to strategic public buyer while retaining certain factories, including pre-sale restructuring to minimize state income taxes on transaction. Subsequently, assisted in sale of retained factories.
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Advised principal shareholders in taking private transaction of manufacturing company involving reverse stock split and appraisal rights for public shareholders. Integrated estate planning for principal shareholders into the transaction to pass ownership of the company to next generation at significant estate and gift tax savings.
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Assisted manufacturing company in tax and corporate structuring for expansion of operations to Mexico, including establishment of maquiladora.
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Advised manufacturing company on near simultaneous strategic acquisitions of two competitors involving concurrent refinancing of company debt with new lender, which required that neither target company be aware of the other transaction until after closing.
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Represented large publicly held company in roll up of numerous construction service businesses in the Midwest region.
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Represented substantial privately held agricultural company in structuring sale of business divisions, which included obtaining an IRS private letter ruling for tax-free split-off of the two divisions. We then handled tax planning and negotiated the subsequent sale of the spun-off divisions to a publicly traded strategic purchaser.
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Participated in development and formation of large chain of consumer retail service outlets. Continuing general corporate representation and assisted in obtaining operational financing. Represented company in strategic sales of outlets.
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Represented national retail chain through growth to over 60 company-owned stores and over 40 franchised stores in general corporate matters, real estate leasing and property acquisition, franchisee relations, debt financing transactions and ultimate advantageous sale of all stock of the company to strategic buyer while retaining the real estate on long term advantageous leases to Buyer. Retained by Buyer for other legal work following closing of the transaction.