Mergers, Acquisitions & Strategic Alliances

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Attorney Vincent J. Mastracco Jr.


Mergers, Acquisitions & Strategic Alliances

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In our experience in business transactions, one plus one rarely, if ever, equals two. Business combinations are generally about leveraging opportunities--combining the strengths and synergies of the sellers and buyers to create a combination that is greater than the sum of the parts. Liabilities and risks must be identified and minimized or the transactions and the resulting consequences will suffer--one plus one could fall short of two, or even worse. When transactions are ill advised or poorly executed, the acquired entities can create a significant drag on otherwise healthy buyers and sellers can easily find themselves unduly exposed on representations, warranties and indemnities. In every facet of our engagement, we strive to help our clients meet their business objectives while carefully assessing and managing the risks.

Who We Are

With literally hundreds of years of collective experience, the members of our Mergers, Acquisitions and Strategic Alliances practice group still take great pride in approaching transactions with an innovative fresh look. We are creative problem solvers, drawing on our experience, the latest technologies and the deep resources of the practice group and the firm. Specialty area experts are an integral and active part of our practice group. Our specialists, including those in employee benefits, environmental, intellectual property, labor and employment, real estate and tax, help shape the structure of transactions, take an active role in the due diligence process and negotiate deal points. Their regular participation in transactions insures that the firm’s collective experience is brought to bear in all transactions in which we are involved.

What We Do

Whether a straight forward asset sale or a complex public company merger or acquisition, we have the right blend of experience and resources to manage a transaction professionally and efficiently with an emphasis on adding value. We routinely work with investment banking firms on larger transactions, often managing the electronic data room and coordinating all due diligence efforts. We are involved in every aspect of negotiating and document drafting in all forms of transactions, including mergers, acquisitions, leveraged buyouts, divestitures, joint ventures, strategic alliances, hostile takeovers and freeze-out mergers. When representing buyers, we are routinely engaged to assist with structuring and negotiating credit facilities (senior, junior, mezzanine, etc.) and private equity investments obtained to fund the transaction.

Representative Matters

It is our genuine desire to help you meet your business goals. Following is a list of representative transactions on which we
have been engaged:
  • Ongoing representation of a Fortune 500 company in numerous mergers, acquisitions, divestitures and joint ventures, both domestically and overseas. In connection with this engagement, the firm has been listed as a Go-To Law Firm for Corporate Transactions/M&A in Corporate Counsel’s 2009 Edition of In-House Law Departments at the Top 500 Companies
  • Served as counsel to a consortium of Southeastern, Virginia cities in a bid to secure a professional sports franchise for the region
  • Representation of regional fuel supplier-distributor in numerous roll-up acquisitions
  • Represented multiple entities in the financing, development and construction of various projects utilizing New Markets Tax Credits
  • Represented multiple venture capital and hedge fund sponsors throughout formation and capital raising process including capital raises in excess of $100 million; have also served as counsel in connection with the acquisition and divestiture of portfolio investments
  • Served as Virginia counsel to large international hedge fund in proxy contest involving 2008 annual meeting of shareholders of CSX Corporation
  • Represented multiple printing and packaging companies in acquisitions and divestitures ranging from $10 million to $50 million
  • Engaged as transaction and ESOP counsel in a merger resulting in the creation of the largest employee-owned shipyard in Virginia
  • Served as counsel to a privately-held United States company in its acquisition of a public company headquartered in Quebec, Canada
  • Representation of an international industrial minerals company in the roll-up and ultimate divestiture of various industrial mineral operations
  • Represented the United States’ largest producer of artificial Christmas trees in the acquisition of a strategic competitor
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