Mergers and Acquisitions
Royse Law Firm, (“RoyseLaw”) lawyers have negotiated hundreds of mergers and acquisitions (“M&A”). We have acted as lead counsel in a range of transactions, from those of modest value to acquisitions valued at hundreds of millions of dollars. Our experience is in a variety of industries, most notably the technology sector. We attribute our track record of success in M&A transactions to our powerful combination of corporate and tax law expertise.

How does RoyseLaw’s M&A Group differ from those at other law firms? We take an integrated tax and business approach that considers and acts upon the goals of the companies and their shareholders. In conjunction with our Tax practice, we often counsel a target’s shareholders on pre-acquisition planning, making effective use of sophisticated estate planning trusts, charitable trusts, and planned gifting.

Our attorneys are experienced in an array of M&A transactions. We are equally effective representing acquiring companies as well as targets and have negotiated transactions opposite the largest law firms in Silicon Valley. Some of our recent transactions include representation of S corporations and LLCs for domestic and foreign buyers and sellers. Our work ranges from cash sales to complex international multi-party mergers and joint ventures.

An Integrated Multi Disciplinary Approach

Pre-Acquisition Planning. We believe that the acquisition process begins long before the term sheet stage. We seek to address legal and tax matters before they become due diligence issues that may result in distraction or revaluations. We routinely anticipate and address a potential target’s problems prior to engaging with an acquirer.

A Full Service Team. RoyseLaw has been lead counsel on a multitude of complicated domestic and international transactions. With our in-house expertise and extensive “of counsel” attorney network, we provide a large firm solution at a small firm price, and can address virtually any legal issue that may arise in an acquisition. Our “of counsel” network allows for “one-stop shopping” when issues arise in the areas of intellectual property, employment law, ERISA, real estate and trade regulation.

An Integrated Shareholder-Corporate Solution. Unlike the approach of many law firms, during an acquisition we consider the interests of the ultimate owners. We provide advice on structuring a transaction in a manner that is most tax efficient to the stakeholders. We often serve as independent counsel to large shareholders and, with appropriate consents or waivers, act as counsel to the company and its owners.

Special Counsel. Due to our tax expertise, we are regularly asked to assist other law firms on specific tax issues arising in large or complex transactions. While we often advise on general tax structuring, we also regularly consult on the availability of net operating losses to an acquirer, issues peculiar to S corporations and LLCs, the application (and exemption from) the golden parachute rules and associated excise taxes, and Code section 409A — deferred compensation taxes. As special tax counsel, we work closely with a company’s corporate attorneys and accountants.

Post Acquisition Matters. Our representation does not end on closing the transaction. We provide continuing representation to the target and its shareholders in the event of indemnification claims or other post-closing matters. Our experience in settling merger-related disputes provides us with valuable insight into potential problem areas while negotiating the deal. Our experience is similarly valuable in mediating events that might not have been anticipated during merger negotiations.

Mergers and Acquisitions Team

Roger Royse
Arthur Rinsky
Harpreet Walia
Danielle Lan
Frances Johnston
Jonathan Golub