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MERGERS & ACQUISITIONS

We advise public and private companies and firms in connection with all types of mergers and acquisitions transactions, including public company transactions, private company transactions, private equity investments, going private transactions, acquisitions and dispositions of subsidiaries, divisions and other assets, and joint ventures.

We are routinely engaged to work on transactions or other matters in which the largest law firms in the country are involved. We represent large and small private and public corporations across the full range of industrial sectors in connection with both negotiated and unsolicited transactions.

We routinely aid clients in determining the most beneficial form and structure of a transaction, in negotiating and documenting the transaction, and in meeting the conditions and contingencies to closing as efficiently as possible. Our thorough knowledge of the regulatory aspects inherent in all types of corporate matters allows us to determine the most appropriate method to expedite the desired corporate action. We also collaborate closely with other attorneys in our firm who practice in tax, antitrust, intellectual property, employee benefits, labor and employment, real estate and environmental law to provide our clients with comprehensive and innovative advice.

Although our practice focuses mostly on negotiated transactions, we are also experienced in representing both acquirers and targets in unsolicited and hostile takeovers and other contested matters. In addition, we have represented a number of clients in other types of sophisticated transactions, including spin-offs and leveraged ESOP or management-led buyouts.

Our mergers and acquisitions practice is bolstered by our broad experience in corporate governance matters. We routinely counsel boards of directors and executive officers regarding significant transactions, takeover readiness, disclosure issues, Sarbanes-Oxley matters and internal investigations.

Our client list is diverse in terms of the industries represented. Those industries include agribusiness, apparel, banking, building supply, communications, computer and other technology-based businesses, direct marketing, food processing, health care and medical services, insurance, manufacturing, mining, packaging, professional services, real estate, retail and wholesale distribution, transportation and a wide range of regulated utilities and other industries.

Representation of Perficient, Inc. (NASDAQ: PRFT), a leading digital transformation consulting firm, on an ongoing basis in its acquisition transactions, including:

  • The acquisition in 2016 of Bluetube, a $7 million annual-services-revenue digital consultancy with deep expertise in enterprise mobile applications.
  • The acquisition in 2015 of Enlighten, a $12 million annual services revenue digital marketing agency specializing in the development, implementation, integration, and support of digital experience solutions.
  • The acquisition of Zeon Solutions Incorporated in 2015.
  • The acquisition in 2014 of BioPharm Systems, Inc., a $15 million annual services revenue business and information technology consulting firm focused on the life sciences industry.

Represented Forsyth Capital Investors, LLC in connection with its 2012 acquisition of Baldwin Technology Company, Inc., a public company and global leader in process automation technology for the print media industry.

Publications

Selling to Private Equity: After the Rollover

Making Your First Acquisition? Five Keys to Success

Using Pass-Through Entity Tax Benefits in M&A transactions

Unlocking the Code to a Successful Acquisition of AI Technology

Mergers at Risk: FTC and DOJ Issue New Guidelines to Enhance Powers to Challenge Mergers Across Industries

Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements

FTC Announces Major Overhaul of HSR Merger Reporting Obligations

Three red flags for sellers in M&A transactions

SEC urges SPACs to include disclosures of conflicts of interest

HSR filers: Close at your own risk as FTC is overwhelmed by "tidal wave of merger filings"

Key considerations for target companies in a SPAC merger

Top ten issues to negotiate in an M&A engagement letter during an economic downturn

How to use earnouts in M&A transactions during COVID-19

COVID-related clauses to consider adding to your M&A documents

Buying and selling a business: Disclosure schedules and why they matter

Proposed changes to Regulation S-K impacting disclosures

Not so fast on your $87 million transaction: FTC increases advance notice threshold under HSR

Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions

5 tips for environmental due diligence in business transactions

Key considerations for representation and warranty insurance

Proposed changes to Section 2704 could spur tax increase for owners of closely held businesses

Do you need a Section 404 permit for your real estate development?

TCLE

Postsecondary Institutions: Business Considerations

Higher Education Transactions: Valuation & Structure

Merging Institutions of Higher Education: Corporate and Tax Considerations

Examining the USED Approval Process for Higher Ed Mergers and Acquisitions

Mergers and Acquisitions in Higher Education: Key Points of the Letter of Intent

Trade Issues in M&A

Current Issues in M&A Law and Practice

Blog Posts

Top considerations for structuring health care mergers and acquisitions

CCPA: The next horizon for M&A deals in California and beyond

Mergers and acquisitions in higher education: Considering the letter of intent

AT&T rings Justice's bell: What the AT&T-Time Warner merger decision means for health care

Home Depot directors prevail in cybersecurity liability claim

Cybersecurity liability: Delaware has good news for directors

News

Thompson Coburn Attorneys Recognized in Chambers USA 2024

Jennifer Post Named to Los Angeles Business Journal's LA500 for 2024

Michele Kloeppel, Fred Strasheim Named to M&A POWER List

Nathan Viehl Discusses Software M&A Activity in 2024 and Beyond

Michele Kloeppel Recognized in 2024 Most Influential Women in Mid-Market M&A

Industry Coverage: Howard Lavin Joins Thompson Coburn

Thompson Coburn Bolsters New York Growth with Labor & Employment Partner Howard Lavin

David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business

Provident Behavioral Health Makes Strategic Decision to Acquire Assets from Care and Counseling

Chambers USA Recognizes Thompson Coburn Practices for Excellence in 2023 Guide

M&A and tax attorney Mariquita Barbieri joins Thompson Coburn in St. Louis

Jennifer Post talks to ALM’s The Recorder about serving as Thompson Coburn’s first LGBTQ office managing partner

Corporate and securities partner Susan Fisher joins Thompson Coburn in Dallas

Congratulations to the new Thompson Coburn partners for 2021

Brent Trame named a 2020 BTI Client Service All-Star

Tom Minogue to receive ICON Award from Missouri Lawyers Media

Jennifer Post included in ‘Top Minority Attorneys in Los Angeles’ list for 2020

Congratulations to our 14 ‘Lawyers of the Year’ for 2020

Thompson Coburn announces leadership Succession Plan

Jennifer Post named to LA500 for 2019

Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’ for 2019

Thompson Coburn Management Committee welcomes Jennifer Post

Congratulations to our 14 ‘Lawyers of the Year’ for 2019

Jennifer Post named to LA500

Helen B. Kim, Jennifer Post named Most Influential Women Lawyers in LA for 2018

Helen B. Kim, Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’

Emily Wang Murphy named as co-chair of 28th Annual Lawyers Have Heart

Congratulations to our 14 'Lawyers of the Year' for 2018

Janette Lohman elected second vice president of the Institute of Professionals in Taxation

Thompson Coburn congratulates Bob Chapman of Barry-Wehmiller on best CEO honor

Emily Wang Murphy appointed to Lawyers Have Heart board

Congratulations to our 2017 ‘Lawyers of the Year’

Matt Hafter joins corporate practice in Chicago

23 Thompson Coburn attorneys recognized in 2016 Chambers USA

Thompson Coburn assists with merger of St. Louis Minority Business Council, Regional Chamber

25 Thompson Coburn attorneys recognized in 2015 Chambers USA

David Kaufman featured in Law360 'Dealmakers' series

Fred Strasheim featured in Law360 ‘Dealmakers’ series

Cherie Stephens Bock selected for 2014-2015 class of Leadership St. Louis

27 Thompson Coburn attorneys recognized in 2014 Chambers USA

Kevin Young joins Thompson Coburn's corporate practice in Chicago

Higher education attorney Aaron D. Lacey joins Thompson Coburn

Victoria Gilbert joins Thompson Coburn as a partner

David Kaufman covers top trends from 2013 InvestMidwest

19 Thompson Coburn partners named 2013 St. Louis Lawyers of the Year

Tom Minogue represents the University of Missouri-St. Louis in 50th anniversary ad campaign

Thompson Coburn leads Federal Signal’s $110 million sale of FSTech to 3M

Thompson Coburn partner Tom Litz receives national honor for client service

Associate
St. Louis

Nabil assists clients in a broad range of corporate and securities areas, including mergers, acquisitions, and capital markets.

Nabil assists clients in a broad range of corporate and securities areas, i...

Nabil Al-Khaled
Partner
St. Louis

Cherie represents financial institutions and borrowers in various secured and unsecured lending transactions.

Cherie represents financial institutions and borrowers in various secured a...

Cherie Stephens Bock
Associate
Chicago

Raquel focuses her practice on corporate and regulatory matters within the health care sector.

Raquel focuses her practice on corporate and regulatory matters within the ...

Raquel Boton
Senior Counsel
St. Louis

Ed serves as a key tax advisor to companies embarking on any type of corporate restructuring, from acquisitions and dispositions to spinoffs and management changes.

Ed serves as a key tax advisor to companies embarking on any type of corpor...

Ed Buchholz
Associate
St. Louis

Allyson is an associate in the Firm's Corporate and Securities Group.

Allyson is an associate in the Firm's Corporate and Securities Group.

Allyson Coyne
Associate
St. Louis

Jesse represents and leads clients through sophisticated mergers and acquisitions, equity financing transactions, and securities offerings.

Jesse represents and leads clients through sophisticated mergers and acquis...

Jesse Doggendorf
Partner
Chicago

Barry serves as an advisor to publicly held and private companies as well as individuals involved in all types of complex transactions.

Barry serves as an advisor to publicly held and private companies as well a...

Barry Fischer
Partner
Dallas

Susan is a versatile corporate attorney who represents public and private companies, portfolio companies, private equity funds, and individual and institutional investors...

Susan is a versatile corporate attorney who represents public and private c...

Susan Fisher
Senior Counsel
St. Louis

Jim serves as a key advisor to regional medical groups on the full spectrum of business and regulatory issues they encounter while providing medical services.

Jim serves as a key advisor to regional medical groups on the full spectrum...

Jim Fogle
Partner
Chicago

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
New York

Don represents clients in mergers and acquisitions, business organization, and general corporate matters.

Don represents clients in mergers and acquisitions, business organization, ...

Don Grubman
Partner
Chicago

Matt draws on his wide-ranging corporate law background to guide entrepreneurs toward growth and success at each stage of their business.

Matt draws on his wide-ranging corporate law background to guide entreprene...

Matt Hafter
Partner
St. Louis

Ron Haglof's practice with the firm includes substantial experience in privately negotiated acquisitions and dispositions of businesses, including transactions requiring ...

Ron Haglof's practice with the firm includes substantial experience in priv...

Ron Haglof
Partner
St. Louis

Ed is a veteran litigator and head of the Firm's Antitrust Practice Group.

Ed is a veteran litigator and head of the Firm's Antitrust Practice Group.

Ed Harvey
Senior Counsel
Washington, D.C.

Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits.

Benjamin is a corporate advisor and business strategist for a wide variety ...

Benjamin Hulsey
Partner
New York

James serves as legal adviser to investors, entrepreneurs, investment advisers and investment bankers as they fund or invest in new companies, grow established private co...

James serves as legal adviser to investors, entrepreneurs, investment advis...

James Kardon
Partner
Los Angeles

Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic...

Jon represents mid-sized, closely held businesses and their owners in a var...

Jon Karp
Partner
Chicago

David is Co-Chair of the Firm's national Corporate and Securities Practice Group.

David is Co-Chair of the Firm's national Corporate and Securities Practice ...

David Kaufman
Associate
St. Louis

Haley supports a wide variety of clients with corporate and securities matters and financings.

Haley supports a wide variety of clients with corporate and securities matt...

Haley Kavanaugh
Partner
St. Louis

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee.

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group a...

Michele Kloeppel
Associate
Chicago

Suzanne is an associate in the Firm's Corporate practice.

Suzanne is an associate in the Firm's Corporate practice.

Suzanne Krause
Partner
St. Louis

The Chair of Thompson Coburn's Higher Education Practice, Aaron assists institutions to navigate a wide range of complex legal and regulatory matters.

The Chair of Thompson Coburn's Higher Education Practice, Aaron assists ins...

Aaron Lacey
Partner
St. Louis

Sarah advises corporate clients on mergers and acquisitions, securities law compliance, corporate governance and general business counseling.

Sarah advises corporate clients on mergers and acquisitions, securities law...

Sarah Larson
Partner
New York

Howard has a lengthy and vast history of representing employers in all aspects of employment and labor matters.

Howard has a lengthy and vast history of representing employers in all aspe...

Howard Lavin
Partner
St. Louis

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom Litz
Partner
St. Louis

Janette has over 30 years of experience practicing in all areas of state and local taxation, including representing clients before state and local taxing authorities in c...

Janette has over 30 years of experience practicing in all areas of state an...

Janette Lohman
Partner
St. Louis

Greg represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on the wide range of regulatory and compliance issues affect...

Greg represents clients in mergers and acquisitions and sophisticated secur...

Greg Mennerick
Senior Counsel
St. Louis

Tom is the former Chair of Thompson Coburn, where for 20 years he led the Firm through a period of growth and nationwide expansion.

Tom is the former Chair of Thompson Coburn, where for 20 years he led the F...

Tom Minogue
Partner
Chicago

Matthew represents public and private companies across the country on a wide range of corporate matters while providing comprehensive advice on corporate and business iss...

Matthew represents public and private companies across the country on a wid...

Matthew Misichko
Partner
Washington, D.C.

Clients have consistently praised Emily for her "practical, common sense solutions" and "natural instincts" for deal flow.

Clients have consistently praised Emily for her "practical, common sense so...

Emily Wang Murphy
Partner
St. Louis

Greg counsels entrepreneurs, investment advisors and major institutional investors on a wide range of securities offerings and transactions while providing comprehensive ...

Greg counsels entrepreneurs, investment advisors and major institutional in...

Greg Patterson
Partner
Los Angeles

Jennifer serves as primary outside counsel to entrepreneurs, venture capital funds and operating companies with an emphasis on transactional and finance matters.

Jennifer serves as primary outside counsel to entrepreneurs, venture capita...

Jennifer Post
Partner
St. Louis

Chris is a valued strategic partner to emerging companies and the institutions and individuals that invest in them.

Chris is a valued strategic partner to emerging companies and the instituti...

Chris Reid
Partner
Los Angeles

Michael is a partner in Thompson Coburn’s Corporate and Securities group and is co-chair of the firm’s Cannabis Practice.

Michael is a partner in Thompson Coburn’s Corporate and Securities group an...

Michael Rosenblum
Partner
Washington, D.C.

Ray is a member of the Corporate and Securities, Government Contracts and Tax practice groups.

Ray is a member of the Corporate and Securities, Government Contracts and T...

Ray Stewart
Partner
St. Louis

Nationally recognized for his M&A transactional experience, Fred is Co-Chair of the Firm's Corporate and Securities Practice Group.

Nationally recognized for his M&A transactional experience, Fred is Co-...

Fred Strasheim
Partner
St. Louis

Brent helps his clients navigate the complexities of mergers, acquisitions, financings, and other significant corporate transactions from initial negotiation through exec...

Brent helps his clients navigate the complexities of mergers, acquisitions,...

Brent Trame
Counsel
Los Angeles

An attorney in the firm's corporate practice, Gia regularly advises clients on mergers and acquisitions, securities law compliance, corporate governance and general busin...

An attorney in the firm's corporate practice, Gia regularly advises clients...

Gia Twine
Partner
Chicago

Nathan advises both buyers and sellers in a range of sophisticated M&A transactions, including private equity and strategic acquisitions, divestitures, and leveraged ...

Nathan advises both buyers and sellers in a range of sophisticated M&A ...

Nathan Viehl
Partner
Los Angeles

Barry serves as a corporate strategist and outside general counsel to small- to mid-sized companies, as well as their principals, in a variety of industries.

Barry serves as a corporate strategist and outside general counsel to small...

Barry Weisz
Partner
Chicago |
Los Angeles

Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ...

Described by one client as a highly effective "legal quarterback," Kevin ha...

Kevin Young