Retail/Distribution/Manufacturing/Services

Disposition of Assets in the Alcoholic Beverage Distribution Business

Representation of an alcoholic beverage distribution business in the sale of substantially all of its assets, intellectual property and real property.

Acquisition by National Private Equity Fund of Largest IBM Value-Added Reseller in the United States

Representation of the largest IBM value-added reseller in the United Statesand its majority shareholders, in the sale of the company through a recapitalization transaction with a national private equity fund. Counseled the client on structuring, tax, employment, employee benefits, intellectual property and other issues leading to the closing of the transaction.

Sale of Nation’s Third Largest Optical Retailer

Served as company counsel for nation’s third largest optical retailer in connection with the sale of the company by an international joint venture (a west coast private equity fund and a conglomerate based in the Republic of China) to a Blue Cross-Blue Shield insurance company.

Acquisition of Value-Added Resellers in the United States

Representation of the largest IBM value-added reseller in its acquisition of multiple companies operating as value-added resellers in multiple states across the United States. Assisted the client in resolving numerous structural, compensation, noncompetition and other issues. These acquisitions permitted the client to expand its business and enhance its position as the largest IBM value-added reseller in the United States.

Acquisitions by National Optical Retailer of Optical Retail Chains

Representation of the nation’s third largest optical retailer stores in acquiring multiple regional optical retail chains throughout the United States through a series of mergers and acquisitions. In connection with these acquisitions, we assisted the client in structuring the transactions to address a myriad of state optometric and optical regulations.

Formation of Partnership to Manage Investments in Emerging Market Securities

Representation of a fund manager in connection with the formation and organization of various limited partnerships to manage funds and portfolios specializing in investments of emerging market securities and interests and international bonds.

Acquisition of Commercial Vehicle Dealerships

Representation of a publicly-traded retailer of commercial vehicles and related services in numerous acquisitions of commercial vehicle dealerships.

Sale of Government Services Company in the Sale of its Business

Representation of our client in the sale of its stock to a publicly-traded company. The sale included the transition of various governmental contracts, including those entered into as a result of the small-business status of our client.

Sale of Security Guard Services Company

Representation of a London Stock Exchange Company in the disposition of its United States security guard and electronic security divisions.

Representation of Regional Engineering Services Company

Representation of the management shareholders of a regional engineering services company, in connection with the sale of their stock to one of the leading national providers of engineering services.  In connection with the transaction, we assisted our clients in the negotiation of various compensation packages including certain equity grants in the acquiring company.

Business Combination of Publicly-Traded Computer Software Stores

Representation of a publicly-traded chain of computer software retail stores in a merger of equals with another publicly-traded chain of computer software retail stores. We assisted with the negotiation of the acquisition documents, as well as the preparation and filing of the related public documents.

Representation of Management in Sale of Stock of Manufacturer

Representation of senior management and minority shareholders of a privately owned steel tank manufacturer in the sale of the company’s stock to a publicly-traded company. Advised our clients on deferred compensation and tax issues associated with the sale of their interests.

Disposition and Acquisition of Glass Installation Company

Representation of the owners of a privately held glass installation company in the sale of stock of such company in connection with an industry roll-up and the repurchase of the same glass installation company in connection with spin-off from such roll-up company.

Sale of Aircraft Interior Refurbishing Company

Representation of the owner of a privately held aircraft interior refurbishing company in the sale of substantially all of its assets to a national leader in aircraft interior products. This sale involved the negotiation of complex provisions addressing the costs and risk allocation for very large and complex ongoing projects being acquired in the transaction.

Sale of Ice Manufacturing and Distribution Business

Representation of the owner of an ice manufacturing and distribution businesses in the sale of the businesses in connection with an industry consolidation.

Sale of Wholesale Nursery Operation

Representation of the the owners of a wholesale nursery operation in the sale of their ownership interest in connection with an industry consolidation.