Whyte Hirschboeck Dudek S.C.'s Corporate Transactions Team draws on extensive experience in a wide range of corporate merger, acquisition, divestiture and reorganization transactions. The team is composed of experts in the fields of tax law, securities law, corporate finance and general corporate counseling.
Several of our corporate transactions attorneys are either certified public accountants or have degrees in accounting or finance. This enables them to understand and appreciate the financial accounting and corporate finance implications of a transaction and to communicate more effectively with a client’s accountants, its chief financial officer and other in-house financial personnel and its financial advisors.
Our team includes several attorneys who are also tax experts. They have extensive experience in planning, structuring and implementing all types of tax-free acquisitions and reorganizations, involving both publicly traded and privately held companies. They are able to take responsibility for designing a transaction's tax structure, complying with applicable IRS requirements, rendering necessary tax opinions, and, where appropriate, applying for and obtaining IRS private rulings. This expertise makes communication with clients’ tax advisors more efficient and more cost-effective.
While our clientele ranges from publicly traded New York Stock Exchange companies to emerging, entrepreneurial businesses, privately held businesses form the core of our practice. We work closely with the owner/managers of these enterprises, and their accountants and financial advisors, to help them understand and address not only the strictly legal aspects of starting, acquiring or selling a business, but also issues relating to financing and capital structures, ownership structures (including employee ownership), business succession planning and their individual financial, tax, retirement planning and estate planning concerns.
In transactions involving publicly held companies or publicly traded securities, we rely on our Securities Team to provide the expertise needed to comply with all aspects of federal and state regulatory requirements, including preparation and filing of registration statements, proxy statements and prospectuses, SEC and state blue sky law compliance, stock exchange listing requirements, and, where appropriate, obtaining SEC “no action” letters. In such cases, we also counsel boards of directors on their compliance with the complex duties and responsibilities they face in the context of such transactions.
Our approach is grounded in the philosophy that our advice and counsel should “add value” to the transaction for the client. Adding value means advancing the client’s goal to complete the transaction on financial terms that are as advantageous as possible while protecting the client’s interests and minimizing its risks.
It means much more than merely drafting agreements and documents, although careful drafting is certainly critical. It includes suggesting tax strategies that maximize the after-tax proceeds to the seller or minimize the after-tax cost to the buyer; drawing on experience to find innovative and creative approaches to reconcile conflicting interests of the different parties; serving as an independent sounding board for the client’s negotiating positions and being an effective advocate and negotiator for the client’s interests while preserving a positive and constructive business relationship between the parties.
These principles are reflected in an approach to negotiating and documenting transactions that is practical and end-result oriented. We make it a point from the outset to understand our client’s ultimate goals, objectives and expectations, the risks to which it is exposed and the business realities motivating the transaction. Rather than simply following a text book approach to each issue, we draw on our experience to craft creative approaches and to develop “win-win” solutions that protect client’s interests and advance the goal of completing the transaction.
The types of transactions in which we are involved range from modest-sized asset acquisitions to several-hundred million dollar leveraged buyouts, stock purchases and tax-free mergers. They vary in complexity from straightforward asset or stock purchases to leveraged recapitalizations and multi-tiered financing structures, including components such as private equity investment, subordinated debt and stock options and warrants.
We have had the privilege of serving as counsel to many prominent Wisconsin companies, including Sensient Technologies Corporation (formerly Universal Foods); Koss Corporation; Acuity, a Mutual Insurance Company (formerly Heritage Mutual Insurance Company); Roundy’s, Inc.; Peterson Builders, Inc.; Bucyrus International; Cumulus Media; Sunbeam-Oster; Aqua Chem, Inc.; Anchor Bancorp and others.