We advise on all aspects of a transaction, including proposed deal terms and transaction structure, negotiation and drafting of transaction documents, due diligence and obtaining regulatory approvals.
While we concentrate primarily on mid-market transactions, we have worked on deals ranging from tens of thousands to hundreds of millions of dollars.
Our clients include Fortune 50 and Global 500 enterprises, mid-market companies and emerging growth companies.
Based in the Mid-Atlantic Region, we have done deals across the U.S. and have significant experience in cross-border transactions.
Our M&A attorneys routinely draw on the experience of numerous other practices at the firm, including tax, technology and IP, employment/ERISA, antitrust, bankruptcy and restructuring, environmental, real estate, international law and litigation, as well as our many industry-specific practice groups. Through our interdisciplinary approach, we focus on due diligence activities that matter and, at the same time, help clients protect themselves against risks through indemnifications, escrows and holdbacks, earn-outs (and other contingent purchase price mechanisms), covenants not to compete and confidentiality agreements.
On the sell-side, we work closely with clients in conducting critical self-diligence before going to market, so that IP, tax, HR, capitalization and other problems that can compromise enterprise value or kill a deal are identified and addressed in advance. On the buy-side, we design and conduct strategic diligence before clients overcommit to a transaction.
We have represented sellers/targets, purchasers, VC/PE and other equity investors, and brokers, advisors and other intermediaries in all types of M&A transactions, including equity and asset acquisitions, product line/divisional divestitures, tender offers, leveraged buy-outs, proxy/control contests, joint ventures and strategic alliances. Our deal experience includes a wide array of business sectors, including government contracting and defense; software, internet, e-commerce, technology; banking and finance; apparel and textiles; energy; food and consumer products; healthcare; insurance and reinsurance; logistics and transportation; manufacturing; pharmaceuticals; real estate redevelopment; restaurant and hospitality; and supermarkets, retailing and supply chain.
Our M&A attorneys routinely handle a broad range of M&A transactions for an equally broad range of clients. Select examples of some of our recent engagements appear below.
Representation of a Fortune 200 energy company in a $70 million purchase of leading demand-response energy provider
Representation of multiple government contractors headquartered throughout Maryland and Virginia in sale transactions ranging from $50 million to $130+ million to global government contracting companies
Representation of a publicly held homeland defense company with respect to all M&A matters, including the negotiation and closing of three separate asset acquisitions totaling $45 million. Each transaction was structured as a reverse triangular merger
Representation of a of a Fortune 50 financial institution in multiple acquisitions and dispositions of credit card receivables and businesses; total deal consideration exceeds $30 billion.
Sale of a private photonics company to one of the world’s largest electronics manufacturers in a transaction having a value in excess of $100 million.
Representation of a public company in the IT industry in numerous acquisitions and dispositions of information technologies companies. Consideration for the transactions -- in combinations of cash, unregistered securities, and registered securities -- ranged from $5 million to $40 million.
Sale of a regional managed care company to the largest behavioral managed care company in Canada
Sale of privately held developer of digital photography and optical technologies to one of the world’s largest buy-out firms; deal consideration totaled $127 million.
Representation of affiliated food seasonings and flavorings companies in $30 million acquisition by international food conglomerate
Asset sale of a privately held, web-based EHR (Electronic Health Record) company to a large national public company
Asset sale of a privately held emission monitoring software company to a NYSE-listed global scientific instrument company; deal consideration totaled $23 million
Asset acquisition of a VC-backed medical information technology company by a publicly held client for $130 million
Merger of a home healthcare business into a publicly traded HMO
Asset acquisition of a publicly held savings and loan association by a publicly held bank holding company
Tax-free stock-swap by a bank subsidiary to acquire consolidated finance companies
Acquisition of multiple privately held software companies to publicly traded buyers
Sale of a petroleum distribution company to a UK public company
Acquisition of a publicly traded bank holding company for approximately $300 million
Merger/tax-free stock-swap by a bank holding company to acquire a software development company
Representation of a public utility subsidiary in the acquisition of partnership interests in 17 partnerships
Asset sale of a leading flooring company product distributor to a PE-backed firm; deal consideration exceeded $55 million
Representation of privately held life science company in strategic sale of a principal division to large dominant national competitor in order to fund expansion of core businesses. Sale structured as a series of license grants in order to accommodate IP, tax, regulatory and other business and legal considerations
Representation of U.S. consulting and security firms in connection with purchase of multiple companies located in the Middle East
Representation of U.S. construction firm in multiple joint ventures in the Middle East
Representation of buyers and sellers in over 100 Hart-Scott-Rodino clearances and related antitrust matters
In a prior article, we covered one of the two forms of reverse diligence in private company M&A – specifically, the diligence that a Seller should conduct to vet a bidder before committing to a deal in an LOI or otherwise. This form of reverse diligence consists of the Seller receiving answers to the right questions to ensure that their goals align with the bidder’s priorities and so the Seller can assess the bidder’s financial strength, deal-closing ability and overall suitability as a Buyer.
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore over the materials and come to the table armed with a long list of due diligence follow-ups and other questions. Yet, in the grand sweep (and sometimes diligence fog) of an M&A deal, Sellers often overlook the critical importance of proactively asking and receiving answers to their own questions. Before committing to a specific bidder through a Letter of Intent or other exclusivity arrangement, Sellers should receive answers to the right questions to ensure that their goals align with the Buyer’s priorities.
On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule 506(c) of the Securities Act of 1933.
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the economic fallout from COVID, the private M&A market has recently seen a noticeable rise in the use of earnouts as a risk allocation device.
The Federal Trade Commission, the agency that administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced the annual adjustments to its coverage, filing fee, and other dollar-denominated thresholds. The HSR Act applies to mergers, asset, and stock acquisitions and other transactions that satisfy specified “size-of-transaction” and “size-of-person” dollar thresholds. If triggered, the HSR Act requires parties to a proposed transaction to make pre-closing filings with both the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) and provide detailed information about the transaction. The HSR Act’s jurisdictional dollar thresholds change from year to year, based on changes in the U.S. gross national product for the government’s fiscal year ending September 30. The 2025 revisions have been published in the Federal Register and become effective without further action on February 21, 2025. The new thresholds will remain in effect until the next annual adjustment, which is expected early next year.
On December 17, 2024, the U.S. Small Business Administration (“SBA”) issued a Final Rule (“Rule") that will dramatically change the landscape for the Merger and Acquisition (“M&A”) market for both large and small businesses. Under the new Rule, an acquiring firm will no longer be eligible to bid on set-aside or reserved orders under a Multiple Award Contract (MAC) if, following a merger, acquisition, or sale, the acquired firm makes a disqualifying recertification (“no longer small”). Currently, a concern remains eligible to bid set-aside or reserved orders under a MAC after the M&A deal, but the agency cannot count the orders toward its small business goals. The new Rule, which goes into effect on January 17, 2026, is expected to spur an increased level of M&A during 2025.
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the definitive purchase agreement. Historically, RWI was used only for M&A deals involving purchase prices of $100 million or more.
On October 10, 2024, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), adopted final rules overhauling the premerger notification form and filing instructions under the Hart-Scott-Rodino Improvements Act of 1976 (“HSR Act”). Following a robust public comment process, the long-awaited overhaul represents the first major re-write of the HSR filing form and instructions in the 48-year history of the HSR Act. While the final rules dropped some of the provisions from the FTC’s 2023 initial proposal that were widely viewed by non-regulators as onerous if not draconian, the new rules will require merging parties to collect, analyze and submit significant additional new and more detailed information than ever required to be reported in an HSR filing. Although the stated purpose of the changes is to reform the efficiency and effectiveness of the agencies’ merger reviews generally, the additional time, expense and other burdens on filing parties will be substantial and will need to be carefully considered as part of overall deal planning. The new rules take effect for HSR Act forms first filed on or after a date in mid-January 2025 (90 days after their official publication in the Federal Register which is imminent).
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the real world to provide the Buyer with post-Closing protection against losses arising from breaches of Seller’s representations, warranties and covenants set forth in the purchase agreement, as well as responsibility for certain other liabilities that the Buyer may otherwise inherit post-Closing.
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum amount of net working capital which the Buyer requires the acquired company to have at Closing so that the Buyer can operate the business without disruption and the immediate need to add significant cash or take on additional debt. A commonly used metaphor is the “gas in the tank” which any car buyer expects from the dealer when buying a car and before driving off the lot. But should it be a half-tank or a full-tank? And exactly how big is that tank?
An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a founder or senior management team member) agrees to reinvest or “roll over” all or a portion of their ownership stake in the target company in lieu of receiving cash at Closing. Equity rolls are a key component in most sell-side M&A deals with PE buyers, involving a complex interplay of financial, strategic and personal factors that can significantly impact the Seller's decision. Sellers often desire to roll at least a portion of their equity in order to get a second (sweeter) “bite of the apple” and defer taxes. Buyers often insist that Sellers roll in order to “align interests” and ensure that Sellers have “skin in the game,” as well as to reduce cash outlays at Closing.
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of rule changes to the HSR Act, including annual adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
In two more “signs of the times,” the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”), the two federal agencies principally responsible for U.S. antitrust enforcement, recently took separate action reflecting the Biden Administration’s stated commitment to increased and rigorous antitrust law enforcement.
Parties to a bargain typically make representations and warranties (“RWs”) to one another. RWs expressly record the parties’ understanding as to the conditions and facts under which they enter into a deal. In an asset purchase or an M&A deal, they form a material part of the transaction and account for a significant portion of the negotiations.
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of changes to the HSR Act, including adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
Effective March 14, 2021, the Maryland General Assembly overrode Governor Larry Hogan’s veto and enacted a digital products tax as part of the “21st Century Economy Fairness Act” (the “Act”). See House Bill 932 (2020 Legislative Session). Simply stated, the Act extends Maryland’s existing 6% sales and use taxes to digital goods.
Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million. Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.
83 lawyers from Whiteford have been selected by their peers for inclusion in The Best Lawyers in America® 2026. The lawyers selected are based in the firm’s Delaware, Florida, Kentucky, Maryland, New York, Virginia and Washington, DC offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
The Daily Record has named Whiteford Managing Partner Martin Fletcher to its Power 100 List for 2025. The Daily Record’s Power 100 List recognizes significant and respected leaders in Maryland’s business and legal communities who are leading key organizations, creating change, impacting the community and engaging others to succeed.
Whiteford has announced that Clare Lewis has joined the firm as a Partner in Richmond. Ms. Lewis represents independent sponsors, private equity and venture capital fund investors, and emerging growth and middle market companies on mergers and acquisitions, equity financings, corporate governance, fund formations and other matters.
Whiteford announced today that Danila Duo' has joined the firm as a Partner in New York. An experienced international business and corporate lawyer, Ms. Duo' is the most recent addition to a New York office that has seen significant recent expansion. She will co-head the firm’s International Practice with Enayat Qasimi in Washington, DC.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2025 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in a record 15 practice areas at the National and State level.
Whiteford announced today that Robert E. Maclin, III has joined the firm as a Partner in its Lexington, Kentucky, office. Rob has over 30 years of practice throughout the Commonwealth and nationally, and is widely recognized as a leading Kentucky lawyer.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Nineteen of the firm’s practices are ranked in Virginia.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy, Construction and Labor & Employment litigation practices have been recognized with national Tier 1 rankings.
Whiteford attorneys John Selbach and Ross Allen represented long-time client Pros, Incorporated and Giff Breed, in a partnership with Henrico County’s Economic Development Authority (EDA) and Sports & Entertainment Authority (SEA).
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2024 list of leading firms and business lawyers.
87 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2024 (copyright 2023 by Woodward/White, Inc., of Aiken S.C.). New practice areas of recognition include CleanTech Law and Entertainment and Sports Law. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2023 list of leading firms and business lawyers.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2022 list of leading firms and business lawyers. This year’s recognition includes 29 attorneys in 14 practice areas at the National and State level.
Whiteford, Taylor & Preston is pleased to have represented Auto Paint Supply Co., Inc. (“Auto Paint Supply”) in the sale of its assets to Nyquist, Inc.
Whiteford, Taylor & Preston is pleased to have represented the owners of Ivy Ventures, LLC, in the sale of their membership interests to Centauri Health Solutions, Inc.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers® “Best Law Firms” has awarded the firm exemplary rankings for 2021. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy and Environmental Law practices have been recognized with national Tier 1 rankings.
Whiteford, Taylor & Preston is pleased to have represented the Investor Group in its purchase of the core U.S. operations of S.P. Richards Company from Genuine Parts Company (NYSE: GPC).
Whiteford, Taylor & Preston is proud to have represented the Royal Chevrolet Company in the sale of its new and used car dealership to Parks Automotive Group, based in Kernersville, North Carolina.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2020. Twenty of the firm’s practices are ranked at the national level, including two bankruptcy practices with national Tier 1 rankings. At the state level, an additional forty-two practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is proud to have represented the selling owners of Accumark, Inc., Pipe Vision, LLC and Benchmark VA LLC Subsurface Utility Services (collectively, “Accumark”) in their sale to Hoffman Southwest, a rapidly growing provider of water flow inspection, repair and cleaning services.
Whiteford, Taylor & Preston is pleased to have represented Virginia CU Realty, LLC, a subsidiary of Virginia Credit Union, in its acquisition of Joyner Fine Properties, Inc./Joyner Commercial, an established real estate brokerage firm in the Richmond area.
Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019. Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings: Litigation and Bankruptcy. At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in 4 states, the District of Columbia and Afghanistan.
Whiteford, Taylor & Preston is pleased to announce that 41 of its attorneys are listed among the 2017 Super Lawyers and Rising Stars in Maryland and Kentucky joining the sixteen who were listed earlier this year in Delaware, D.C., Pennsylvania and Virginia.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.
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