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Mergers and Acquisitions

Goodsill lawyers have broad experience in M&A transactions, including:

  • Transactions ranging in size from small to over $1 billion in value and involving representation of buyers and sellers from Hawaii, the U.S. mainland and abroad

  • Transactions involving both public and privately-held companies in a range of entity forms and operating in diverse industries

  • Transactions structured in different ways, including mergers (and reverse and reverse triangular mergers), equity transactions and asset transactions
For each transaction, we bring to the table a team formed to meet the needs of the client in the transaction. Available team members have a wealth of experience in business organization and structuring, finance, antitrust, regulatory compliance, taxation, labor and employment, real estate and environmental law. This allows us to provide efficient and creative solutions to the most complex issues that can arise in the buying and selling of businesses and to form a project team that can coordinate with additional team members and experts assembled by our client.

To serve the best interests of our clients, we assist them in analyzing alternatives, negotiating arrangements with investment bankers and financial advisors, conducting legal due diligence for prospective buyers and responding to due diligence requests for sellers, participating in the conduct of “auctions,” and negotiating and documenting confidentiality agreements, letters of intent, memoranda of understanding and definitive purchase and sale or merger agreements. We also assist in obtaining necessary governmental and third-party approvals, preparing proxy materials to secure shareholder approvals, and preparing and negotiating consulting, employment and non-competition agreements, conveyance and transfer instruments and all other documents necessary to complete the transaction.

Representative transactions in which our lawyers have been involved include:

  • Purchases and Sales of Businesses by Transfers of Outstanding Stock or Other Equity Interests – Transactions involving changes in control of public and private corporations, including acquisitions or sales of the stock or other equity interests of a major land owner (with hotel, retail and sugar operations), public casino operators (in Nevada), hotel owners or purchasers, banks, savings banks, life and casualty insurance companies, an airline, a regulated gas company, a regulated water company, a home builder, a restaurant supply company, a construction company, an equipment distributorship, a department store, an integrated clothing manufacturer, computer consulting businesses, alarm companies and a wide range of technology businesses.

  • Purchases and Sales of Substantially all of the Assets of a Business – The purchase or sale of assets of all Hawaii operations of a major U.S. bank, bank branches, major hotel, resort and other commercial, industrial and retail properties, a sugar plantation, a commercial aviation servicing company, print and broadcast media, medical and dental practices, a developer, wind farms, a hydroelectric dam and power station, a tug and barge company, a tuna packer, an asphalt company, an insurance agency, a magazine publisher, an equipment company, a grocery chain and technology companies.

  • Mergers, Spin-offs and other Reorganization Transactions – Acquisitions structured as mergers of a trust company, an electric public utility, a ship repair business, a biotech company, a video entertainment company and retail businesses, affiliation/mergers of nonprofit healthcare organizations, holding company reorganizations, re-incorporation mergers, acquisitive reorganizations and spin offs of technology and medical equipment subsidiaries.

  • Investments in Businesses, with or without Acquiring Control, including through Joint Venture Arrangements – Acquisitions of joint venture interests and resulting changes of control of a newspaper and a construction company, the combination of ship repair companies, the reorganization of an egg farm and its distributors and the acquisition of minority common stock positions, preferred stock and LLC interests in technology and other businesses.

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