Tax Mergers and Acquisitions

Sonnenschein's merger and acquisition tax practice involves the provision of advice in all types of corporate acquisitions and dispositions whether in the public or non-public company context. Our tax lawyers are experienced with a multiplicity of alternative acquisition vehicles - partnerships, limited liability companies, S Corporations - and to seek to advise clients of the most tax efficient strategies. Members of the Tax Group are recognized for developing `cutting edge' merger and acquisition tax strategies for the benefit of our clients.

The national reputation of Sonnenschein's tax practice is enhanced by the leadership positions our partners have held in a variety of professional associations including the Tax Section of the American Bar Association, the Practicing Law Institute and the American College of Tax Counsel and the membership in International Fiscal Association. Our tax lawyers have written numerous articles for national publications and are frequently called upon to address a wide variety of business and professional associations, institutes and universities on various tax-related subjects.

The transactions which have been planned by our tax lawyers range from the largest spin-offs, such as Sears' transactions involving Allstate and Dean Witter/Discover, to the tax planning for closely-held companies, such as Rittenhouse Paper Company and Pepper Construction Company. Sonnenschein's tax lawyers have represented major corporations such as McDonald's, Tyco Toys, Inc. and Olsten Corporation and 360° Communications Company in the tax planning for acquisitions, and we have also represented corporate and individual shareholders that are selling companies, such as Michael Reese Hospital, Niagara Mohawk Corporation and Canfield Beverages.

Capabilities & Experience

Sonnenschein's tax lawyers are familiar with almost any type of corporate acquisition and disposition. Our tax lawyers have substantial experience in representing clients in purchasing publicly traded corporations through the tender offer process, in purchasing members of consolidated groups, foreign controlled U.S. corporations, foreign subsidiaries of U.S. corporations, S Corporations, businesses conducted in mixed corporate and partnership structures, and asset acquisitions. Sonnenschein also has substantial experience in advising clients concerning tax-free reorganization transactions in the publicly-traded and non-publicly traded corporate context. These reorganizations involve acquisitions, as well as divisive transactions that permit corporations to separate their businesses on a tax-free basis.

We are expert in analyzing how any acquired corporation or business fits into the acquiring group's structure from a tax point of view. Our tax lawyers also understand the state and local tax implications of various structures, and they are cognizant of the financial accounting implications of the various forms of these transactions. Finally, our tax lawyers provide value for our clients by identifying for them potential benefits and pitfalls and insure that the desired results are obtained through involvement in negotiating and drafting the tax provisions of acquisition agreements.

Noteworthy Transactions

• Niagara Mohawk Corporation's Sale of Hydro-Co Enterprises, Inc. The sale of an unregulated subsidiary corporation of Niagara Mohawk Corporation, involved in independent power projects.
   
• Investor Group Acquisition of ENTEX Information Systems, Inc. from JWP, Inc. An acquisition of $400 million of assets and stock of subsidiaries subject to liabilities in excess of $400 million.
   
• Merger of Superior TeleTec, Inc. into Alpine Group, Inc. A cash election tax-free acquisition between two publicly-traded corporations.
   
• Tyco Toys, Inc. Acquisition of Matchbox Toys, Inc. Taxable acquisition of a Hong Kong-based toy company (which had subsidiaries in a number of foreign jurisdictions and the U.S.).
   
• Joint Venture of Millicom Inc. and Kinivik to form Millicom International Inc. A joint venture between U.S. and Swedish-owned foreign cellular companies, which themselves had a number of foreign subsidiaries.
   
• IntelCom Group, Inc. (now ICG Communications) Restructuring. The restructuring of a Canadian-based telecommunications corporation to provide for a U.S. holding company.
   
• Bulk Materials Investments, Inc. A bankruptcy reorganization for a trucking company with $200 million of assets.
   
• London Fog Debt Restructuring. Restructured $200 million of debt on behalf of the bank syndicate.