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mergers & acquisitions


We have extensive experience representing public and private companies in M&A transactions. As a result, our attorneys are adept not only in structuring, negotiating and documenting M&A transactions, but also in addressing the federal and state securities law compliance aspects of such transactions. We also guide our listed company clients in complying with stock exchange listing rules related to M&A. We excel in complex long range M&A planning for our clients, many of whom engage us for successive M&A transactions that prove critical to their growth plans. In addition to representing constituent entities in M&A transactions, we have the expertise and experience needed to represent investment banks in the preparation of fairness opinions for M&A transactions.

  • Statutory mergers

  • Share exchanges

  • Asset purchases and sales

  • Reverse mergers

  • Leveraged buyouts

  • Divestitures

  • Acquisitions:  Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers

  • Mergers:  Stock and cash transactions (including tender offers)

  • Diligence:  Intellectual property, real estate, and other liabilities due diligence

  • Corporate roll-ups



  • Represents Helios and Matheson Analytics Inc. (NASDAQ: HMNY) in its pending merger with Zone Technologies, Inc., the creator of the mobile RedZone Maps global crime mapping application, whose mission is to enhance personal safety worldwide.
  • Represented VBI Vaccines Inc. (NASDAQ: VBIV) in its merger with SciVac Therapeutics, Inc. (TSX: VAC)(OTCQX: SVACF). The merged company is listed on the NASDAQ Capital Market under the symbol “VBIV” and on the Toronto Stock Exchange under the symbol “VBV.”
  • Buyer’s counsel in acquisition by Uni-Pixel, Inc. (NASDAQ: UNXL), through its wholly owned subsidiary, Uni-Pixel Displays, Inc., of the manufacturing assets of Atmel Corporation's (NASDAQ: ATML) XSense® touch sensors group, together with the licensing of patents and intellectual property from Atmel for the use of XSense-related technologies. Also counseled UniPixel in its licensing of fine line technology from Atmel's partner, CIT Technology Limited, a wholly owned subsidiary of Carclo plc (LSE: CAR), with minimum royalties during the initial term. Cowen and Company, LLC acted as exclusive financial advisor to UniPixel on the acquisition and licensing transactions.
  • Counsel to Variation Biotechnologies (US), Inc. in its merger with Paulson Capital (Delaware), Inc. (NASDAQ: PLCC) and concurrent private placements. The post-merger entity, VBI Vaccines, Inc., is listed on the NASDAQ Capital Market under the symbol VBIV.
  • Counsel to Sysorex Global Holdings Corp. (NASDAQ: SYRX) in its acquisition of AirPatrol Corporation. Sysorex is a provider of cyber security, data analytics, custom application development, cloud solutions, Mobile/BYOD solutions and strategic outsourcing to government and commercial clients in major industries around the world. AirPatrol is a developer of location-based cybersecurity and commercial services systems for mobile devices.
  • Represented a major video game development company in the negotiation of an asset purchase transaction with a Fortune 500 global entertainment company. The deal was valued at over $30 million with the possibility of additional amounts based on an incentive agreement.
  • Represented the acquirer in a $500 million acquisition of a security and alarm company. This is the largest acquisition to date within this industry.
  • Completed a series of acquisitions for a buyer that allowed it to expand its corporate operations into Arizona.
  • Represented the owners of a regional retail securities brokerage firm in connection with the sale of that business for in excess of $100 million.


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