Mergers & Acquisitions

Mergers and acquisitions are high-stakes transactions with little room for error. Whether you are buying, selling, or merging a business, you need counsel that is both strategic and practical. Messerli Kramer advises clients through every stage of the deal, with a focus on protecting value, managing risk, and keeping transactions on track.

Our Corporate Law attorneys represent private companies, business owners, and investors across a wide range of industries. We handle transactions ranging from under $1 million to more than $1 billion, from closely held business sales to complex, multi-party deals, bringing the same practical, business-focused approach to every transaction.

We guide clients through a full spectrum of transactions, including asset and equity purchases and sales, mergers, restructurings, spin-offs, strategic partnerships, joint ventures, and other business combinations. From early-stage planning through closing, we structure deals efficiently and anticipate issues before they become obstacles.

Services

We advise on all aspects of the M&A process, including:

Transaction Structuring & Execution: Acquisitions, mergers, business combinations, recapitalizations, and corporate restructurings
Due Diligence: Identifying legal, financial, and operational risks to support informed decision-making
Drafting & Negotiation: Letters of intent, purchase agreements, proxy statements, and related transaction documents
Financing: Debt and equity financing, including coordination with lenders and investors
Regulatory & Compliance: Hart-Scott-Rodino filings, antitrust considerations, and other regulatory requirements
Strategic Transactions: Joint ventures, strategic alliances, international transactions, and third-party deal structures
Ownership Transitions & Planning: Founder and next-generation buyouts, transition planning, and acquisitions without third-party financing

From letter of intent through closing, we deliver clear, efficient guidance aligned with your business objectives. Our goal is simple: keep transactions moving, manage risk, and achieve the best possible outcome.

Representative Experience

Represented client in negotiation and acquisition of dairy-related facilities in California, Utah and South Dakota for business handling more than $1 billion in annual sales.
Represented a privately-held domestic defense industry manufacturer in its $70M acquisition by a publicly-traded United Kingdom defense industry manufacturer.
Represented a waste management company in the sale of its business for over $60 million to a publicly traded company.
Represented a water treatment solutions company in the sale of its business for over $40 million to a strategic foreign buyer.
Represented a hedge fund in over 10 debt and equity investments of up to $10 million, including preferred stock, stockholder agreements, governance arrangements, warrants, minority stockholder provisions, and subsequent restructures and foreclosures.
Represented a private equity firm in the acquisition of a $60 million plastics and packaging company, including lender and mezzanine financing.
Represented Headwaters Software, a leader in online tools for EMS (emergency medical services) education, on its sale to Jones & Bartlett Learning.
Represented AllOver Media, the largest alternative out-of-home advertising platform in the United States, on its sale to the Audax Group.
Represented Fantasy Flight Publishing, a worldwide-recognized hobby game publisher, on its sale to the Asmodee Group (France).