Kasper & Associates

Whether the markets are up or down, whether the economy is expanding or contracting, mergers and acquisitions are an essential growth strategy for any company. Kasper & Associates is prepared to handle your M & A needs.

 

Kasper & Associates is prepared to assist with your legal needs and advise in all areas to assist you with your M & A strategy. Including all legal needs related to:

• Acquiring companies

• Target and selling companies

• Boards and special committees

• Financial advisors

• Investment bankers

• Majority and minority interest holders

• Dissident shareholders

• Partnership interests

 

Our clients look to us for help in every aspect of a transaction, including financing, regulatory approval, due diligence, valuation and operational issues.  We have the ability to hand both small & simple transactions to large complex M & A activity, both locally, nationally and worldwide.

 

Transactional Depth

Transactions require many levels of review and legal competence.  We have the ability to handle deals of all sizes; ranging from less than $500,000 to more than $5 billion, that encompass every major method of buying and selling companies and assets, such as:

• Negotiated stock purchases

• Cash transactions

• Tender offers

• Going private and management buyout transactions

• Exchange offers

• Auctions

• Spinoffs

• Restructurings

• Divestitures

• Buyouts

 

Client Diversity

We can handle a very diverse range of clients, including small private companies to large public companies with their M&A activity. In transactions, we handle a full range of regulatory filings and approvals, and advise directors and officers about their fiduciary duties.

 

Our work with private companies in their purchases, sales and investments in companies and assets can span multiple industries. We can handle transactions involving a variety of equity interests and stakes in master limited partnerships (MLPs). Private companies are often particularly sensitive to the tax implications of a transaction, especially when founding shareholders are selling their interests in a family business. We offer them sophisticated tax planning as part of our comprehensive representation in these deals.

 

Industry Breadth

Our M&A work can involve companies and assets in a wide industry spectrum, including:

• Airlines and Transportation  

• Alternative Energy

• Banking and Financial Services

• Biotechnology and Life Sciences

• Building Materials

• Construction

• Energy

• Food and Beverage

• Health Care

• Hedge Funds

• Hospitality

• Information Systems

• Manufacturing

• Mining

• Private Equity

• Real estate, REITs and REMICs

• Retailing

• Software and technology

• Telecommunications

• Utilities

• Venture capital

• Waste management

 

Emerging Opportunities

We use our skills to help companies accelerate their growth through strategic business combinations and alliances. Our lawyers are experienced in all the available growth options, encompassing: mergers and acquisitions in various combinations of stock, cash and debt, including innovative “roll-up” transactions; cooperative research and development agreements and other forms of joint ventures and strategic alliances; and wide range of other combinations, including partnership programs, marketing arrangements, referral relationships and developer agreements.

 

Multidisciplinary Counsel

Kasper & Associates has a comprehensive business law practice, we can handle virtually any issue that arises in connection with a merger, acquisition or business combination.

 

Clients rely on us for the following concerns and issues:

• Benefits and Employment—We handle any issues that apply to changing, eliminating or consolidating an acquired firm’s benefit plans and labor agreements. We review the benefits plans of buyers and sellers to determine if they comply with the law, are free from tax penalty and are adequately funded. If a transaction involves reductions in force or other issues under a labor contract, we advise on the best ways to deal with regulators, unions and other stakeholders.

• Environmental—Our lawyers evaluate the environmental risks and liabilities in mergers, acquisitions and asset sales, many of them involving multiple properties. We also handle inspection and compliance reviews, and resolve disputes about them. 

• Governance—We advise boards of directors and special committees on their fiduciary duties and potential liabilities to stockholders and creditors in business combinations, including defensive and offensive issues involved in hostile takeovers and leveraged buyouts. 

• Intellectual Property—Our lawyers work to ensure that the IP components of major transactions are handled to our client’s maximum benefit, particularly in joint ventures and strategic alliances involving the development or transfer of intellectual property. 

• Real Estate—Our experience assisting clients buying, selling, developing and leasing property enables us to handle the full spectrum of real estate issues in mergers and acquisitions, particularly those involving energy-producing properties. 

• Tax—Because any business transaction can have adverse tax consequences if it is not properly structured, our tax lawyers bring sound financial know-how to the planning of asset-based financings, mergers and acquisitions, asset purchases and sales. 

 

Deal-making Focus

Properly structured M&A deals help small companies become big and help big companies expand their competitive strengths.  Kasper & Associates adds value in any of these transactions. Some lawyers just “paper” deals—we serve as strategic business advisors, helping clients evaluate risks and rewards and decide which issues are paramount. With our straight talk approach, we speak our clients’ language and assist in completing their transactions.

 

We use our skills to help companies accelerate their growth through strategic business combinations.

 

Kasper & Associates is here to help you succeed.