Public Company Mergers & Acquisitions

With the regulatory insights provided by a deep bench of M&A practitioners with government-side and in-house experience, the team anticipates and addresses challenges that can delay or derail a transaction, maintaining forward momentum throughout the deal lifecycle. We counsel clients on every compliance issue implicated by public company M&A transactions, including SEC reporting and filing obligations (e.g., Forms 8-K, 14D-9, S-4), insider trading and Regulation FD compliance, Hart-Scott-Rodino (HSR) pre-merger notification filings and antitrust clearance, NYSE and NASDAQ listing standards, compliance with the Sarbanes-Oxley Act and Dodd-Frank Act, and shareholder vote requirements and proxy materials.

We advise corporate boards on their fiduciary duties under Delaware and other state corporate laws, including the duties of care, loyalty and good faith, and assist directors in evaluating and negotiating competing bids, forming independent committees, securing fairness opinions and adopting defensive measures when appropriate. Boards trust us to provide objective, practical guidance that withstands scrutiny from shareholders, regulators and courts.

McGuireWoods’ international cross-border transactions team, ranked among the best in the world for M&A, has counseled publicly traded companies in more than 100 countries throughout the Americas, Europe, Asia, Africa and the Pacific Rim. With local language, business and cultural knowledge complementing our global reach and resources, we deftly manage multijurisdictional regulatory reviews, currency and tax issues, and foreign investment controls such as CFIUS.