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Larry P. Laubach

Chair, Corporate Practice Group
P (215) 665-4666

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      Mergers & Acquisitions

      Mergers and acquisitions are often among the most complicated deals in the business world. They involve large dollar amounts and are by definition course-changing events for the entities involved. The transfer of corporate control has implications for owners, employees, communities, customers, and lenders, and raises a host of issues related to brand identity, leadership, fiduciary duty, operations, market position, and valuation. Each of these divergent interests and concerns must be harmonized to reach a point of common agreement. In mergers and acquisitions, it is all about getting the deal done.

      Cozen O’Connor’s attorneys have decades of experience helping a remarkably diverse set of clients execute advantageous purchases or sales. We represent Fortune 500 and other multinational corporations in their largest mergers and acquisitions, and we also serve as lead corporate counsel for family-owned entities, startups, and other mid-sized entrepreneurial enterprises. Our mergers and acquisitions attorneys negotiate asset sales and purchases; stock sales and purchases; mergers, consolidations, and joint ventures; and spin-offs, roll-ups, and recapitalizations. They regularly close deals valued from tens of millions to billions of dollars.

      Our lawyers approach every transaction with a sense of urgency and purpose. They do not waste time belaboring the reasons why an approach is unworkable or endlessly cataloguing the obstacles to success.  In the course of any deal, challenges inevitably arise. But a good lawyer finds sensible solutions in an efficient manner and keeps the project moving forward. Tenacity is particularly critical to closing deals in this post-credit-crisis economy, where all parties must proceed with greater caution and use more deliberate valuation techniques. In this challenging environment, clients trust us to complete their most time-sensitive projects.

      In order to execute successful transactions, attorneys must have a clear understanding of clients’ underlying business and long-term aspirations. The lawyers at Cozen O’Connor have both the business and financial background to conduct a deep analysis of client operations, market position, and trajectory – and this big-picture analysis informs every aspect of deal strategy. Guided by a real understanding of their clients’ core interests, our lawyers can adjust and recalibrate as a deal moves along without losing sight of the ultimate goal.

      It is equally important that attorneys have a clear understanding of the interests of the deal counterparties.  Merger and acquisition work is not about beating an opponent but about reaching a mutually beneficial agreement – a win-win. This requires skillful negotiation, respect for other parties, and an instinctive understanding of when to take and when to give. Cozen O’Connor attorneys, known for their candor and professionalism, take care to ensure that even tough negotiations remain productive and collegial.

      Cozen O’Connor employs a very different staffing method than most large law firms. We do not believe clients are best served by sprawling teams of undermanaged associates. At our firm, high-level deals are executed by small teams of lawyers let by an experienced senior attorney. Clients have a single point of contact, a veteran lawyer who knows every aspect of the deal and can provide prompt and sophisticated counsel around the clock. This level of peer-to-peer service is what enables an outside lawyer to become a trusted advisor.

       

      SERVICES

      • Represent clients in asset and stock sales and purchases
      • Conduct mergers and consolidations
      • Negotiate cross-border transactions
      • Execute spin-offs and roll-ups
      • Participate in auction transactions, as a seller or bidder
      • Negotiate joint ventures
      • Effectuate recapitalizations
      • Navigate transaction-related and industry-specific regulatory requirements

       

      CLIENTS

      We advise a diverse group of clients, from small family-owned enterprises to large multinational corporations.  Our clients operate in many industry sectors, including chemical, health care, pharmaceutical, consumer products, telecommunications, automotive, energy, information technology, transportation and logistics, financial services, entertainment, and manufacturing.

      • Strategic and financial sellers
      • Strategic and financial buyers
      • Industry consolidators
      • Target companies
      • Financial intermediaries
      • Investment advisors

       

      TEAM

      The practice group includes attorneys who have been conducting major business transactions for decades. Our mergers and acquisitions attorneys not only have top-tier corporate law experience, but also have the unique perspective that comes from having worked in the corporate world. The group includes members of major corporate and nonprofit boards, former general counsel and in-house counsel to multinational companies, and certified public accountants. Several of the group’s most senior transactional attorneys frequently lecture and publish articles on relevant topics.

      In mergers and acquisitions, where efficiency is paramount, it is essential that lead transactional attorneys be able to quickly call on lawyers in other practices, including antitrust, tax, employee benefits, environmental, real estate, labor and employment, and intellectual property. It is not unusual for lawyers from multiple disciplines within the firm to work closely with one another and our clients, as well as with deal counterparts, financiers, accountants, and other advisors. At Cozen O’Connor, our internal structure and firm culture support this kind of cross-practice collaboration.

      Experience

      Represented Delphi Midstream Partners, LLC in its $200 million acquisition of the rights to construct and operate a 31 mile natural gas pipeline in the Marcellus Shale region in New York and Pennsylvania.


      Represented Portico Systems of Delaware in its acquisition by McKesson Health Solutions, a subsidiary of McKesson Corporation (15th on the FORTUNE 500), for approximately $90 million. We represented this company since its formation and through multiple transactions, including several investments by Safeguard Scientifics and Edison Venture Fund.


      Handled the sale of firm client John Middleton, Inc., a Philadelphia-area cigar manufacturer to Altria Group, Inc. for $2.9 billion, in one of the largest transactions ever handled by a Philadelphia law firm.


      Represented Utz Quality Foods, Inc. in its purchase of the intellectual property, distribution rights and certain other assets of The Bachman Company.


      Handled the $435 million acquisition of NFO WorldGroup, Inc. for our client, Taylor Nelson Sofres, PLC, a London stock exchange company.


      Represented Comcast Spectacor in its acquisition of Paciolan, Inc. from Live Nation Entertainment, Inc., the successor in the Ticketmaster/Live Nation merger.


      Represented National Freight, Inc. and 25 subsidiary or affiliate entities in obtaining a $225,000,000 Revolving Credit Facility with PNC Bank and other lenders.


      Represented a leading privately held health care marketing agency in its $65 million sale to a NASDAQ listed competitor.


      Completed a $40 million transaction for our client, Blue Cross of Northeastern Pennsylvania, in the sale of a 40 percent interest in its two operating subsidiaries.


      Represented Sony Corporation of America in its acquisition of Micronics, Inc., a developer of near patient point of care devices for disease diagnosis and treatment monitoring.


      Represented a U.S. biologics company in the acquisition of a Stage 3 oncology pharmaceutical company.


      Handled the acquisition of Commercial Capital Corp., one of the 14 nationwide, non-bank SBA licensees, including the recapitalization and renegotiation of Deutsche Bank's $100 million credit line and strategic joint investment by Credit Suisse First Boston affiliate for our client, Newtek Business Services, Inc.


      Represented Utz Quality Foods in the acquisition of the potato chip business of Zappe Endeavors. Founded in 1921, Utz is the largest privately held potato chip brand in the country and the number one regional snack food brand in the Mid-Atlantic region, with over 2,400 employees. Zappe, which was founded in Louisiana in 1985, primarily produced kettle-cooked potato chips under the nationally distributed brand "Dirty Potato Chips" and the regional brands Zappe's and California Chips. Zappe's plants were located in Louisiana, Pennsylvania and California.


      Represented investment bankers in a $115 million initial public offering stock for the Shanghai Century Acquisition Corp. in the People's Republic of China.


      Represented a group of actively practicing physicians/minority owners in connection with their interests in the sale of Kremer Laser Eye Centers to a public company, TLC Vision Corporation. Our clients were only selling a portion of their stock, and chose to invest in the successor company.


      Completed $100 million stock purchase agreement for our clients, the controlling shareholders of Lehigh Press, Inc., a textbook cover manufacturer, when Von Hoffman Corporation, a national printing company, purchased all of the Lehigh Press stock.


      Represented Sony Corporation of America in its acquisition of iCyt Mission Technology, Inc., a leading producer of high-performance cell sorters used for stem cell and disease research.


      Handled the acquisition of all of the stock of Carolina Door Controls, Inc., the largest distributor of automatic doors in the United States, for our client, Dorma GmbH, a multi-national corporation headquartered in Germany.


      Handled the sale of a 70 percent interest for our clients, the shareholders of an environmental equipment company, for approximately $35 million. The transaction involved the sale of all of the assets of the corporation owned by the individual shareholders to a newly formed corporation in which the selling shareholders have a 30 percent interest.


      Represented TherImmune Research Corporation, a preclinical contract research organization, in a $52 million acquisition, by Gene Logic Inc., a publicly traded genomics company.


      Represented Logan Circle Partners in the acquisition of $13 billion in institutional assets from Delaware Investments, and the transition of a team of its investment management professionals to Logan Circle Partners.


      Represented Smart Business Advisory and Consulting LLC, one of the Middle Atlantic region's largest accounting and consulting firms, in a complex $120 million recapitalization in which Great Hill Equity Partners acquired a controlling interest in Smart for $60 million and assumed/refinanced $60 million of debt and other liabilities.


      Handled a PIPE transaction for our public company client, Workstream, who sold in the private placement of $14.9 million of its common stock to four institutional investors. Following the closing, we prepared a Form S-3 registration statement with respect to the resale of approximately 16 million shares of common stock held by selling shareholders, including PIPE investors.


      Represented Sony Corporation of America in its purchase of the U.S. CD and DVD replication distribution operations of Entertainment Distribution Company for $26 million.


      Completed the $31.5 million acquisition of the Commonwealth Corporate Center, an office park situated on four contiguous properties comprising more than 80 acres in Horsham, PA, from Advanta Corp. for our client, Centocor, Inc., a subsidiary of Johnson & Johnson.


      Represented Utz Quality Foods in its proposed acquisition by Snyder’s of Hanover. An acquisition agreement was negotiated and signed by the parties. However, the deal was ultimately terminated due to antitrust issues.


      Represented Zoom Technologies, Inc. in its business combination with Tianjin Tong Guang Group Digital Communication Co., Ltd., a high technology company engaged in electronic and telecommunication product design, development, and manufacturing in the People’s Republic of China, and in the spin-off of its United States operations to its shareholders.


      Represented Mid-Atlantic Health Care, Baltimore MD, in a $75 million acquisition of five Philadelphia nursing homes.


      Represented a client in two acquisition transactions involving coal companies including negotiating the acquisition agreement, due diligence, environmental matters, employment for senior executives, strategies for dealing with union issues and insurance coverages.


      Represented Middle Kingdom Alliance Corp. (Special Purpose Acquisition Company) in its $500 million acquisition of Pypo Digital Company Limited, a large independent cellular telephone retailer in the People’s Republic of China.


      Handled multiple transactions on behalf of Folio Dynamics resulting in its acquisition of SunGard Advisor Technologies, Inc., a subsidiary of SunGard Data Systems.


      Represented a 50 percent owner of All Current Electrical Sales, Inc., a wholesale reseller of electrical parts, in its sale to High Road Capital Partners, a New York private equity firm, for $31 million.


      Represented TNS, a London stock exchange company in all of its U.S. acquisition work.


      Represented dental practices in multiple mergers and acquisitions.


      Represented a holding company in the acquisition of multiple home health agencies.


      Represented Industry Brains, Inc., an online marketing organization, in its $30 million merger with NASADQ listed Marchex Inc.


      Represented a petro chemical inspection company in its acquisition of assets in Freeport, Bahamas.


      Represented a petro chemical inspection company in its acquisition of assets in Mexico City, Mexico.


      Represented a petro chemical inspection company in its acquisition of chemical additives business.


      Represented a major national hotel chain in the acquisition by merger of another hotel chain for cash and stock in a transaction valued at approximately $1 billion.


      Handled the acquisition by merger of a publicly-traded REIT for $900M by another publicly-traded REIT


      Represented Media IQ, LLC, a media audit and benchmarking technology company, in its acquisition by Procurian, Inc.


      Represented Beachbody, LLC, a leading marketer of health and fitness programs and products (i.e, P90X, Insanity,) in the growth capital investment by LNK Partners.


      Handled the Hersha Hospitality Trust acquisition of Hampton Inn (Times Square South) from Hilton Worldwide Inc., a subsidiary of BH Hotels LLC.


      Represented Susquehanna Growth Equity in the acquisition of the JK Group, a transaction processing company focused on the corporate philanthropy space as well as MediMedia Information Technologies, a provider of managed care data to pharmaceutical, insurance, and life sciences companies. Assisted in the company's investment in Vertive, publisher of the online deal portal Offers.com.


      Represented Thalheimer Brothers, Inc., a large Philadelphia scrap metal company, in a sale to Audax, a private equity firm, in a $100,000,000 transaction.


      Attorneys

      Jessica D. Alexander Associate Philadelphia (215) 665-2137
      Edward L. Baxter Member Philadelphia (215) 665-2044
      Joseph C. Bedwick Member Philadelphia (215) 665-4753
      Sandra A. Bloch General Counsel Philadelphia (215) 665-2722
      Richard J. Busis Of Counsel Philadelphia (215) 665-2756
      Dennis L. Cohen Chair, Tax Philadelphia (215) 665-4154
      John J. Cunningham, III Vice Chairman Philadelphia (215) 665-4633
      Thomas A. Decker Vice Chairman Philadelphia (215) 665-4684
      Mark M. Dugan Associate Philadelphia (215) 665-2191
      Henry A. Gladstone Member Philadelphia (215) 665-4158
      Steven N. Haas Vice Chair, Corporate Practice Group West Conshohocken (610) 832-7441
      Michael J. Heller Chief Executive Officer Philadelphia (215) 665-4141
      Larry P. Laubach Chair, Corporate Practice Group Philadelphia (215) 665-4666
      Anne M. Madonia Member Philadelphia (215) 665-7259
      David S. Nelson Member Philadelphia (215) 665-2000
      David S. Petkun Member Philadelphia (215) 665-4634
      Tracy Sheridan Reyle Member Philadelphia (215) 665-4665
      E. Gerald Riesenbach Member Philadelphia (215) 665-4159
      Andrew M. Ross Chair, China Practice New York (212) 883-2229
      Eileen T. Salimbene Associate Philadelphia (215) 665-4779
      Martin T. Schrier Member Miami (305) 704-5954
      Jason M. Shargel Member Philadelphia (215) 665-6914
      Richard J. Silpe Member Philadelphia (215) 665-2704
      Carl Weiss Member West Conshohocken (610) 941-2346

      Publications

      Events & Seminars

      The New Paradigm for Buying and Selling Companies Harrisburg, PA 11/10/2011

      In The News


      Cozen O’Connor Earns Client Recognition in 2010 Chambers USA Rankings

      June 18, 2010

      MORE

      Related Practice Areas

      Business/Corporate

      China Practice

      Corporate

      Emerging Business & Venture Capital

      Securities

      Tax

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