Lathrop GPM clients consistently state that our M&A group “handles complex and sophisticated matters and is excellent in M&A advisory work, in all aspects of the transaction.” The firm is known for our “geographically diverse, deep bench,” the attorneys’ “responsiveness and exceptional availability to drive deals within timelines,” and that “senior professionals stay involved so that they can move deals along on commercial terms.”

In today’s fast-paced, interconnected business environment, mergers, acquisitions and divestitures are critical tools for growth and transformation. Our attorneys understand that these transactions involve a complex blend of legal specialties, from taxation and antitrust to employment and environmental law. That’s why our Mergers & Acquisitions (M&A) team is recognized by Chambers & Partners for its sophistication of work, client service and bench strength.

Our M&A lawyers take a collaborative approach to each transaction, ensuring that you benefit from our deep and broad experience across a wide range of industries. Whether you are navigating a modest deal or a billion-dollar transaction, domestically or internationally, our public and private company and private equity clients alike trust us to deliver seamless, strategic solutions tailored to their unique needs.

Why Choose Us?

Broad Industry Expertise: Our attorneys are experienced in representing both buyers and sellers and related third parties in transactions that have ranged from a million dollars to hundreds of millions of dollars in a variety of industries. They include:

We understand the nuances of each industry, which allows us to offer legally sound and commercially viable insights.

Comprehensive Team-Based Approach: We don’t just work in silos. Our M&A team collaborates closely with thought leaders across the firm—tax, employment, environmental, franchise, intellectual property and more—to provide you with comprehensive advice that addresses all aspects of your unique situation.

Global Reach: Many transactions involve international companies, whether as buyers or sellers. Our global perspective and experience in cross-border deals, including franchises, ensure that you are well-positioned to navigate the complexities of international M&A.

Substantive Areas

Transaction Structuring: We craft optimal legal frameworks to achieve your strategic objectives including:

  • Deal structuring to achieve optimal structure for the transaction, including asset purchases, stock purchases, mergers, joint ventures and other arrangements.
  • Tax planning in collaboration with tax professionals to structure the deal efficiently, considering both domestic and international implications.

Due Diligence: Our M&A attorneys conduct a thorough analysis to identify potential risks and opportunities. This includes:

  • Legal due diligence of the target company’s legal affairs, including contracts, litigation, intellectual property, employment matters and regulatory compliance.
  • Financial and operational due diligence and coordination with financial advisors to assess the target’s financial health, operations and potential risks.

Negotiation and Drafting: We lead negotiations on key terms of each transaction, such as purchase price provisions, representations and warranties, covenants, indemnities and closing conditions. We also prepare and review all necessary documentation, including letters of intent, confidentiality agreements, merger agreements, purchase agreements and ancillary documents.

Financing: We support clients with financing aspects of the transaction, including negotiating terms with lenders, preparing loan documentation and ensuring compliance with financing agreements. Our attorneys also advise on any capital markets aspects of the deal, such as issuing debt or equity to finance the acquisition.

Regulatory Compliance: We work to ensure that all aspects of the transaction meet legal and regulatory requirements including:

  • Antitrust and competition law to ensure the transaction complies with antitrust laws and to obtain any necessary regulatory approvals from relevant authorities (e.g., DOJ, FTC, EU Competition Commission).
  • Navigating industry-specific regulatory requirements, such as those in health care, energy, franchise, telecommunications and financial services.

Dispute Resolution & Litigation: Our lawyers also help clients manage and resolve conflicts arising during or after a transaction. These disputes can involve various issues, such as:

  • Antitrust and regulatory approval issues
  • Breach of contracts, covenants, representations and warranties
  • Earn-out disputes
  • Employment, benefits and executive compensation disputes
  • Fraud and misrepresentation
  • Indemnity claims
  • Intellectual property disputes
  • Misrepresentation or nondisclosure
  • Post-closing adjustments
  • Third-party disputes

Our Services Also Include:

  • Addressing issues related to employee transfer, retention and integration, including drafting employment agreements, severance packages and retention bonuses
  • Reviewing and negotiating executive compensation arrangements, employee benefit plans and equity incentive plans.
  • Supporting post-merger integration to seamlessly combine operations, cultures and systems
  • Serving niche areas like distressed acquisitions, entertainment, ESOPs, franchise, health care and nonprofit organizations
  • Cross-border transactions including foreign investment regulations, currency exchange issues, cultural nuances and collaborating with foreign counsel

Experience

We’ve successfully represented clients in transactions ranging from strategic mergers in the health care sector to selling high-tech manufacturers to international buyers. Here are just a few examples of our work:

  • Health care: We represented a publicly held health care company in a strategic merger that created a combined entity with over $1 billion in revenues.
  • Private Equity: Our team served as lead counsel in a multimillion-dollar merger of the portfolio company of Chicago Growth Partners into a subsidiary of Insight Equity, L.P.
  • Manufacturing: We represented an upper Midwest manufacturer in its sale to a publicly held strategic acquirer, ensuring a smooth transition and maximizing value for our client.
  • Franchise: We guided a national fast food franchisor through selling non-core assets, helping to refocus their business strategy.

No matter the challenge, our M&A team is here to provide you with the insight, experience and dedication needed to achieve your transactional and business goals.

Meet the Team

Primary Contacts