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Business Transactions and Bankruptcy Counseling

Our attorneys regularly assist clients with the compensation and benefits aspects of a wide range of business transactions, including mergers and acquisitions, spin-offs, private placements, and initial public offerings. We negotiate the disposition of compensation and benefits programs in mergers and acquisitions and identify potential plan-related liabilities, including plan underfunding, withdrawal liability, and plan qualification problems. We also counsel clients on how to protect employee compensation and benefits in change-in-control situations and on the tax code's golden parachute rules. Together with our bankruptcy lawyers, we advise clients on compensation and benefits issues in the bankruptcy context.

Experience Highlights

  • Reckitt Benckiser Group plc in $2.3 billion acquisition of Adams Respiratory Therapeutics, a NASDAQ-listed specialty pharmaceutical company based in New Jersey.
  • S&T Bancorp Inc. in its $181 million acquisition by merger of IBT Bancorp and Irwin Bank, resulting in S&T Bancorp holding combined assets of more than $4.3 billion and 55 branch offices in Western Pennsylvania.
  • MacroGenics in its acquisition of privately held Raven Biotechnologies Inc.
  • Perseus Partners VII LLC in its acquisition of a controlling interest in Seismic Equipment Solutions, a supplies equipment, services and support company involved in energy exploration.
  • KOSE Corporation of Japan in its approximately $135 million acquisition of a stake in US cosmetics maker Tarte Inc.
  • Swarovski in all aspects of its acquisition of Schonbek Worldwide Lighting Inc.
  • NASDAQ OMX Group in its acquisition of the Boston Stock Exchange (BSE), including BSE's holding company, BSE Group, the Boston Equities Exchange, the Boston Stock Exchange Clearing Corporation, BOX Regulation, and a self-regulatory license for trading both equities and options.
  • Arlington Capital Partners in investments in Chandler/May Inc., Thermal Solutions LLC, Woven Electronics Inc. and Thompson Industries, Inc.
  • Finmeccanica, Italy's largest aerospace and defense company, in its $5.2 billion acquisition of DRS Technologies, a manufacturer of military electronics products.
  • NASDAQ OMX Group in its $652 million acquisition of the Philadelphia Stock Exchange, then the third largest options market in the US and the nation's oldest stock exchange.