Public Company Transactions

Over the years, Orrick has represented numerous publicly held companies in connection with mergers, acquisition and sale transactions, and tender offers. The Firm is highly experienced in all aspects of complex public company acquisitions. Our services in these transactions include advice as to appropriate acquisition strategies and transaction structuring, particularly to increase the likelihood of completing a successful acquisition or merger, minimize liability risks, avoid premature public disclosure and reduce the risk that a competing offer may jeopardize the deal. We also counsel directors as to their fiduciary duties, particularly the difficult duties directors must discharge when deciding to sell or auction the company or when considering competing bids.

We guide clients through the myriad of issues raised by using consideration other than cash, such as stock or debt, including tax considerations, valuation issues, price protection mechanisms, Securities Act of 1933 registration and registration rights. Further, we assist clients with respect to the multitude of other matters which routinely arise in public company acquisitions, such as securities law compliance (including federal tender offer requirements, disclosure obligations and insider trading restrictions), corporate law compliance (including the California fairness hearing process and the Delaware takeover law), antitrust and Hart-Scott-Rodino Antitrust Improvements Act compliance, employee and employee benefit plan matters, environmental issues, and tax issues and planning.