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Distressed M&A Transactions

The Distressed M&A Transactions team at Cairncross & Hempelmann consists of practitioners from the Bankruptcy and Creditors’ Rights, Corporate Finance and Tax groups.

Each attorney brings a unique set of attributes to meet the opportunities and challenges presented by the purchase and sale of corporate assets both inside and outside formal reorganization proceedings. Our team can provide crisis-oriented counseling, structure and tax guidance, negotiation and documentation in a highly reactive and time-sensitive fashion. This team is highly skilled to represent clients within Chapter 11, state receivership or structured foreclosure proceedings.

Areas of Emphasis

  • Expertise in the negotiation and documentation of private and public transactions
  • Guidance and legal counseling to boards, interim management and owners anticipating or experiencing financial distress
  • Understanding and creation of sophisticated bankruptcy vehicles, true sales and substantive consolidation issues
  • Extensive experience negotiating and litigating issues arising in distressed situations, including restructurings and formal reorganizations, financing arrangements and use of cash collateral, appointment of examiners and trustees, lender liability and equitable subordination matters, purchases and sales of the assets of distressed companies, and preferential transfers and fraudulent conveyances
  • Designing transactions to minimize risk of potential future insolvency issues
  • Structure of entities to satisfy IRS and institutional lender requirements
  • Special expertise in technology area, involving clients with intellectual property and other technology requiring specialized understanding of technology, R&D and licensing arrangements
  • Excellent depth in real estate, commercial leasing, UCC, tax and other areas of law to meet the specific needs of every transaction