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The General Corporate Practice Group is skilled and experienced in the representation of clients in the purchase and sale of business assets ranging from specific assets to company divisions to entire companies; the mergers of corporations and limited liability company entities; and the reorganization and recapitalization of existing entities. Services include initial planning and advice on the structure of the transaction, financing structure and alternatives, the negotiation and drafting of the transaction agreements and the handling of the closing. The Group works closely with the firm's Employment, Real Estate, Tax, Securities and other groups to coordinate the involvement of those attorneys as needed.

The Group advises companies through all stages of an acquisition transaction, including the negotiation and preparation of merger and acquisition agreements, the negotiation of financing arrangements, the preparation of lock-up agreements, the preparation of any regulatory filings, the preparation and filing of registration statements with respect to any security issued in connection with the transaction. Our attorneys are experienced in developing employment contracts and dealing with employee benefit matters arising out of acquisition transactions, including the preparation of ESOP arrangements and the assumption of benefit plans. We also are able to advise your business on tax-related matters in connection with a merger or acquisition and render opinions on the tax treatment of such a transaction. Our attorneys are experienced in representing and advising boards of directors in connection with their fiduciary duties to shareholders, including those evolving duties arising in connection with friendly and hostile acquisition offers.

Kim L. Bayless