We advise on all aspects of mergers and acquisitions and are experienced with buy and sell side transactions ranging in value from several million to hundreds of millions. With offices from New York to Florida, as well as in Colorado, our practice regularly reaches throughout the U.S. and across international borders.
On the buy side, we design and conduct strategic diligence before clients overcommit to a transaction. On the sell side, we work closely with clients in conducting critical self-diligence before going to market. Buy side or sell side, we help clients protect themselves against risks through the entire life cycle of the M&A process.
Our M&A teams regularly draw on the experience of colleagues in a wide range of disciplines, including:
Tax
Technology and Intellectual Property
Labor and Employment and Employee Benefits
Restructuring, Bankruptcy and Litigation
Environmental and Real Estate
Securities
Government Contracts
Antitrust
M&A-Related Capabilities
Antitrust
Antitrust support in deals includes counseling on merger control risk, conducting diligence on competitively sensitive practices and preparing HSR filings and strategies where required. Our M&A practice regularly draws on antitrust colleagues to address clearance and related issues. We have experience with over 100 Hart-Scott-Rodino clearances and associated antitrust matters. We also counsel on information exchanges, pricing and discount practices, joint ventures and other conduct that can arise in pre- and post-closing integration planning.
Real Estate
Our real estate team handles the full life cycle of property issues that arise in corporate and M&A transactions, including acquisition and disposition work, complex purchase and sale agreements, commercial leasing and real estate finance. This includes negotiating ground leases, retail/office/industrial leases, reciprocal easement agreements, air rights agreements and related development documents that often sit alongside corporate deals and joint ventures. We represent owners, developers and corporate tenants on transactions nationwide and are experienced with distressed real estate, workouts and litigation that can intersect with corporate restructurings.
Environmental
Our environmental practice embeds into deals to run targeted M&A due diligence, quantify environmental risk (cost, timing, permitting) and structure solutions such as indemnities, covenants, insurance and risk transfer—often coordinating the transfer, assignment or modification of operating permits as part of the closing process. We are experienced with brownfields redevelopment, voluntary cleanup programs, environmental covenants and institutional controls, and working with state and federal regulators to keep transactions compliant and on schedule. We also advise on compliance and permitting for water, air, wetlands and hazardous waste programs—issues that frequently drive transaction timelines and integration planning. As needed, we can support post-closing compliance, remediation or litigation under major federal and state environmental regimes.
Labor & Employment (including Employee Benefits)
Our labor and employment lawyers support corporate and M&A deals with due diligence, executive and key employee contracts, restrictive covenants and integration of workforce policies and handbooks. We advise on reductions in force, wage and hour compliance, union and NLRB matters, discrimination claims and agency investigations that can affect deal risk allocation and post-closing integration. Our employee benefits team addresses ERISA, qualified and nonqualified plan issues, plan corrections, COBRA and fiduciary training, and routinely advises buyers and sellers on employee benefit plan implications in mergers, acquisitions and other business combinations. Post-closing, we assist with policy harmonization, training and ongoing compliance to reduce litigation exposure.
As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.
On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied a motion by the Federal Trade Commission (“FTC”) to stay a district court ruling which invalidated the agency’s 2025 expanded reporting rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). As a result, the prior, significantly less burdensome HSR Act reporting framework, is immediately reinstated. Consequently, parties should now submit HSR Act filings using the form and instructions that were in place before the 2025 reforms (the “Old Form”), although the FTC has also stated that it will continue to accept filings submitted under the 2025 revised form (the “Revised Form”).
Federal court vacates Biden-era HSR Act reforms: A judge struck down the October 2024 Hart-Scott-Rodino Antitrust Improvements Act reporting overhaul, calling it “arbitrary and capricious,” but stayed the ruling through February 19, 2026 to allow an appeal.
2026 HSR filing and other dollar thresholds increase: The minimum “size-of-transaction” threshold rises to $133.9 million effective February 17, 2026, potentially reducing filing obligations for some deals.
Filing fees adjusted upward: New multi-tiered HSR fees take effect February 17, 2026, with transactions under $189.6 million subject to a $35,000 filing fee and filing fees for mega-deals ($5.869 billion+) reaching $2.46 million.
Prohibited interlocking directorate thresholds also rise: Updated Clayton Act Section 8 thresholds affect service as an officer or director of competing companies amid heightened enforcement.
Advance planning & compliance strategy for deal makers remains critical: Despite regulatory uncertainty and shifting enforcement priorities at the FTC and DOJ, careful advance antitrust planning remains essential for parties to mergers, acquisitions and other HSR reportable events.
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.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2026 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in 16 practice areas at the National and State level.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty of the firm’s practices are ranked in Virginia.
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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