The M&A practice at Parsons Behle & Latimer provides our clients with the full range of expertise necessary to handle complex and critical transactions. Our practice includes core M&A attorneys with experience on numerous transactions of all sizes, ranging from small to large family businesses to international public corporations, in all industries, and on a local, national and international scale. Our M&A services are bolstered by attorneys with expertise in the numerous areas of law that such transactions involve, including tax, environmental, intellectual property, real estate, securities, employment, employee benefits, land use, zoning, water rights, antitrust, international regulatory requirements and other areas.
Parsons has long-standing expertise in mergers and acquisitions, representing buyers, sellers, shareholders, boards of directors and others in all aspects of these transactions that are critical to our clients. In our mergers and acquisitions practice, we work with clients to identify their requirements and objectives and then work to help them achieve those goals. As part of this practice, we regularly advise clients on:
- Transaction structure (including stock versus asset, nature of purchaser, complete divestiture, purchase price calculations and adjustment)
- Term sheet development
- Income tax implications
- Transition and integration issues
- Due diligence assistance, including reviewing documents and setting up virtual data rooms to assist the process
- Indemnification and allocation of risk issues
- Transfer and regulatory issues (including transferring necessary consents and licenses)
- Environmental matters
- Intellectual property diligence and protection
- Other issues that must be considered in mergers and acquisition transactions
Key ContactsView the full team
Corporate Governance in Large Mine Transaction
Acted as lead counsel and offered corporate governance guidance and transactional advising in the acquisition of the Jerritt Canyon Mine. Provided due diligence on all aspects of the large operational mine.
Assisted in $1.2 Million SPAC Merger
Nevada counsel for Vintage Wine Estates in a merger with Bespoke Capital Acquisition Corp. Assisted in moving the Canadian publicly-traded SPAC to Nevada in a deal that enabled them to pay off debt and net $124M in cash.
Acquisition Related to Gold Mining Companies
Principal U.S. counsel to Ely Gold in an acquisition by Gold Royalty Corporation under the Business Corporations Act (British Columbia). Retained as primary counsel for the newly-created Gold Royalty Corp. after the sale.
Parsons Behle & Latimer represents buyers of all types in acquisitions, both locally and nationally. We regularly serve as lead counsel in transactions spanning numerous industries, from manufacturing, biotech, software, health care and others. We have the expertise and ability to structure transactions, manage due diligence and efficiently close transactions in manner that protects our clients’ interests.
Parsons Behle & Latimer regularly represents sellers of businesses, from small family businesses to multi-billion-dollar transactions. These transactions are always of critical importance to our clients. In many cases, this is the first time our clients have ever sold their business, which they have spent a lifetime building. We ensure that such transactions are handled with the expertise they deserve.
Private Equity Roll Overs
Parsons Behle & Latimer represents sellers and private equity companies in connection with rollover transactions in which a seller reinvests in the post-transaction entity. We have experience in structuring these transactions to align the interests of the parties and minimize tax consequences.
International & Cross Border Transactions
Parsons Behle & Latimer has extensive expertise in assisting clients with international and cross-border transactions, involving geographies in Europe, Asia, South America, Canada and Mexico. Parsons has expertise in meeting tax, regulatory, employment and other requirements imposed on such transactions.
Parsons Behle & Latimer has represented parties in numerous joint venture transactions, including multi-billion dollar transactions. We have extensive expertise in negotiating the critical terms for such joint ventures to ensure not only a successful transaction but, as importantly, a successful operation of the venture in the future.
Parsons Behle & Latimer have relationships with numerous service providers who provide transaction services to parties engaged in mergers and acquisitions and regularly represent clients in negotiating and obtaining such services.
Parsons Behle & Latimer Ranked Among Top Law Firms by Chambers USA - 30 Shareholders Ranked Among Nation’s Leading Attorneys
St. Alphonsus Medical Center v. St. Luke’s Health System: The Uncertain Application of the Efficiencies Defense is Leading to Unpredictable Outcomes in Healthcare Mergers, 53 Idaho L. Rev. 577 (2017)