Representative Work

Mergers & Acquisitions

  • Represent Missouri bank in its pending sale and merger into another bank for consideration totaling approximately $150 million; oversaw the team’s due diligence review and preparation of disclosure schedules and met with client’s board of directors and executive team to finalize disclosure schedules
  • Represent international public company that provides connectivity and networking products in several recent and pending acquisitions, in each case overseeing the diligence team, preparing a due diligence memorandum, drafting the purchase agreement (or parts thereof) and certain ancillary documents, and participating in negotiations and due diligence telephone conferences:
    • Pending acquisition of stock of international fiber optics solutions company for approximately $45 – 70 million (depending on earn-out) (2018);
    • Pending acquisition of substantially all assets of cable manufacturing company (2018)
    • Pending acquisition of stock of application computer software business for approximately $1.5 million (2018)
  • Represent manufacturer of new and remanufactured automotive parts in its pending acquisition of the stock of a multinational manufacturer and distributor of aftermarket automotive products for approximately $100 million, overseeing the diligence team, preparing a due diligence memorandum for the representations and warranties insurer’s review, drafting ancillary documents, and participating in negotiations and due diligence telephone conferences (2018)
  • Represent client in pending acquisition of substantially all of the assets, including real estate, of a family-owned automobile service business, by drafting and negotiating the asset purchase agreement and separate real estate purchase agreement, working with the bank to secure the client’s financing, and drafting and negotiating all ancillary documents (2018)
  • Represented a private equity group in its acquisition of the stock of a home warranty sales company for approximately $4 million, overseeing the diligence review and governmental approval requirements for the transaction in a heavily regulated industry, drafting the purchase agreement and ancillary agreements, and overseeing ongoing efforts to consolidate the company group post-closing (2018)
  • Represented an out-of-state, family-owned beer distributor in the sale of its two licensed distribution companies and affiliated automobile servicing and draught line installation businesses to another beer distributor for approximately $92 million, by drafting ancillary documents, reviewing due diligence and working with the executive team to prepare disclosure schedules for all agreements, and researching and facilitating regulatory and licensure compliance in the heavily regulated alcohol industry (2018)
  • Represented an out-of-state, family-owned beer distributor in the sale of its distribution company to four separate purchasers for a total of approximately $24 million, by drafting the four purchase agreements, drafting the ancillary documents, and reviewing the due diligence and working directly with the client to prepare disclosure schedules (2018)

Real Estate

  • Represented a local non-profit company in its purchase of multiple buildings on one St. Louis city block (2018)

General Corporate

  • Regularly represent, as the client’s primary firm contact, a company that provides customer relationship management software-as-a-service (SaaS) products throughout the United States, by preparing and negotiating customer agreement templates, preparing data privacy compliance policies, providing general corporate counsel, and negotiating various agreements with customers and suppliers (2018)
  • Regularly represent, as the client’s primary firm contact, a national transportation company, by preparing and negotiating contractor and customer agreement templates, providing general corporate counsel, and negotiating various agreements with customers and suppliers (2018)
  • Regularly represent, as the client’s primary firm contact, a photography tutorial company, by preparing and regularly updating its template contracts to fit the changing needs of the business, negotiating those template contracts with contractors, and providing general corporate advice (2018)
  • Regularly represent national medical software company, by preparing and regularly updating the company’s template contracts and by negotiating customer agreements (2018)
  • Regularly represent a national fast-casual restaurant chain, by preparing, reviewing, and negotiating its template contracts and incoming supplier and vendor agreements (2018)

Nonprofit

  • Regularly represent, as the client’s primary firm contact, a national nonprofit company providing services to the elderly, by negotiating contracts and providing counsel with respect to general corporate governance (2018)
  • Incorporated a refugee advocacy nonprofit corporation and worked with the executive team to prepare bylaws governing the operations of the company and to assist the client in applying for non-profit status with the IRS, all on a pro bono basis (2018)