At any time, your company could experience disruptions on a variety of levels. These disruptions could be internal to the company, such as a cross-border business expansion, an increasingly remote workforce, a re-shoring of your global supply chain or integration of a newly acquired business. They could also be external, such as federal and state regulatory changes, global tax and fiscal policy shifts, or the unexpected entrance of competitors into a well-established market segment.
It is critical to be prepared to respond to disruptive forces quickly. Your response may involve multiple corporate functions, from the back office to the sales team, from procurement to manufacturing to distribution, from hiring to human resources to operations. These responses may impact your corporate strategy, operating model, ownership of critical assets or global footprint.
To effectively address the challenges from such wide-ranging corporate transformation projects, you need both technical legal skill and market sophistication.
Working across practice groups, our multi-disciplinary Corporate Transformation Services team has the experience and capabilities to design—and implement—complex, mission-critical projects. Our market-leading practices in Tax, Transactions, Employment, Regulatory and Intellectual Property all support you throughout major corporate lifecycle events. Our team can collectively focus on helping you execute your big-picture plans while supporting your corporate objectives, optimizing opportunities and minimizing risks and disruptions. We can assist with matters including supply chain restructuring; IP ownership; benefit plans and payroll issues; labor and employment issues such as union negotiations, privacy and data- protection law applicability; cyber security assessments; IT systems harmonization and transition services agreements in highly regulated industries; and more.
On the tax side, our group is strategically located around the world and bolstered by a 40-country panel of carefully selected, top-ranked law firm tax professionals. Our team has working relationships with—and an understanding of—taxing authorities across key global markets.
Along with our strong understanding of your business imperatives, we keep a sharp eye on market trends to put you ahead of the curve. We have a track record of success working with clients in a variety of industries, such as life sciences, medical devices, technology and traditional manufacturing. Our team draws on that experience, including years working at highly regarded business advisory and accounting firms, to design detailed legal step plans that bring together all of your internal stakeholders, help you manage your projects and provide practical solutions for your most challenging problems.
You can turn to us for every aspect of a project, from feasibility analysis and legal due diligence to implementation and ongoing support. Our deep experience handling large-scale global corporate transformations includes business expansion, corporate reorganizations, post-acquisition integrations, spin-off restructurings, pre-merger restructurings, legal entity rationalization and pre-IPO restructurings.
Digital transformation
Our team has the necessary knowledge, skill and experience to help you achieve digital transformation and modernize every aspect of your operations. We align your business objectives with the legal and regulatory landscape as you adopt new technologies and transition away from offline work and traditional revenue models. Our deep understanding of the legal nuances, and of your business and industry, allows us to pinpoint risks and opportunities early in the process and help you succeed. And as your company makes new investments in digital capabilities, we also work closely with you in assessing and transforming your value chain and tax model.
Legal entity rationalization
As your business expands, redundant operating and dormant legal entities can lead to unnecessary costs, increased tax liabilities and inefficient use of business and legal resources. You can get in front of potentially significant exposure by reviewing your current group structure, and our team can help you handle these legal entity rationalization projects. We assess every aspect of your structure and operations, and develop a strong understanding of your business objectives, in order to evaluate all possible opportunities, challenges and risks and structure solutions that maximize value and minimize exposure.
Remote workforce
The onset of the global COVID-19 pandemic brought tremendous change to the global work environment. Remote work eventually became an expectation among workers and job candidates alike. The issues presented by remote work span the enterprise—hiring to job location, payroll and corporate tax, compensation and benefits, and regulatory. Companies are making changes to HR policy, benefits packages and corporate structure. Some are implementing centralized employment companies, such as a “Global Employment Company.” Our team can help you assess the pros and cons of these strategies, design a global operating model built around remote work and implement the operating model changes required to go live.
Spin-offs and restructurings
Our spin-offs and restructurings practice is unsurpassed in our depth of experience, sophistication and volume. To help you achieve your objectives, we draw on insights from our past work, including planning and implementing some of the largest and most complex corporate separation, reorganization and post-acquisition integration projects, which give rise to a wide range of tax issues requiring counsel from our skilled lawyers across practices. We can also help you coordinate the work of top accounting firms, economists, valuation consultants and other third-party advisors. Our clients include public and private US- and non-US-based corporations, and we provide counsel on tax-free and taxable spin-offs and structures, manage related tax processes to ensure proper sequencing of transaction steps, prepare legal opinions and SEC filings, and work with the IRS to obtain tax rulings.
“[Their] lawyers’ strengths are their pragmatism and ability to easily navigate internal and external bureaucracies to ensure the best answer for the company.”
Chambers USA
Strong foundations: Building business success with corporate transformation
Case study
Results
Corporate reorganization, restructuring, and integration projects
Concluded a legal entity restructuring, including the creation of two employee- service companies, an IP migration and merger of 184 legal entities on behalf of the largest lumber and building materials companies in the US.
Represented Johnson Controls, Inc. in an internal corporate restructuring project. The project followed JCI’s $20 billion acquisition of Tyco International. It involved hundreds of transactions in 24 countries.
Represented Tyco International Ltd. in connection with its spin-offs of Covidien, TE Connectivity and the ADT Corporation and spin-merger transaction of Tyco Flow Control.
Represented a Fortune 500 life sciences company in multiple post-merger integration projects, including a 22-country integration of a multi-billion dollar diagnostics company.
Advised one of the world’s largest sportswear manufacturing companies in the restructuring of its European operations following the acquisition of a licensee.
Represented Coty in its announced “reverse Morris Trust” acquisition of beauty brands from The Procter & Gamble Company.
Advised a global corporation on internal restructurings related to the separation and spin-off of several of its non-core businesses into new independent public companies.
Represented Eli Lilly and Company in its post-merger integration of the $6.5 billion acquisition of ImClone Systems, Inc., a biopharmaceutical company dedicated to developing biologic medicines in the area of oncology.
Represented CNH Global in its post-merger integration and legal entity rationalization of 200+ legal entities in more than 20 countries following a $12 billion acquisition.
Represented Newell Brands Inc. in an internal restructuring transaction involving the company’s intellectual property sourcing structure and operations valued in the billions, as well as related intercompany financing arrangements. The project involved multiple jurisdictions across Asia, Europe and North America.
Represented a financial services company in a post-merger integration project involving 40 countries, following a $25 billion acquisition.
Advised a multinational medical device, pharmaceutical and consumer packaged goods manufacturer in a post-merger integration reorganization.
Serving as global coordinating counsel for a New York Stock Exchange consumer products company on the global integration (involving more than 25 countries) of assets and entities following a multi-billion-dollar acquisition, including advising on corporate, real estate, intellectual property and tax matters.
Advised a prescription lens manufacturer on several post-acquisition restructuring/integration projects in France, Germany, Ireland and Italy, manufacturing operations in China and Hong Kong and the transfer of certain functions from the Nordic countries.
IP migrations
Advised a multinational life sciences company with IP migration transactions to create a new principal company in Switzerland.
When financial distress threatens business operations, decisive action is required. Our business restructuring lawyers help stabilize struggling companies and maximize stakeholder returns. We deliver clear, actionable guidance to turn complex insolvency challenges into opportunities for recovery and strategic growth – or acquisition.
For companies facing insolvency, our business restructuring lawyers guide you through the legal process to restructure liabilities and engineer effective rescue packages. By stabilizing your financial foundation, we help you preserve enterprise value and position your business for long-term profitability. Our deep industry experience spans multiple sectors, with a focus on healthcare.
Navigating cross-border insolvency requires seamless global counsel. We apply our deep knowledge of business restructuring law, including US Chapters 11 and 15, European Insolvency Regulation, and the UNCITRAL model law. Our international reach ensures we are well positioned to protect your assets and enforce your claims across multiple jurisdictions, minimizing disruption to your global operations.
Distressed markets also create unique opportunities for creditors and investors. Our business restructuring services help creditors achieve enhanced financial recoveries on their investments. For strategic buyers, we identify and execute the acquisition of troubled assets, driving immediate ROI and expanding your market share at favorable valuations.
Mergers & Acquisitions
A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.
Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.
We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.
We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.
As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.
Tax
Tax considerations shape how your business structures transactions, financings, and international investments. Our lawyers advise you on global tax compliance and design tax strategies that support growth, help mitigate financial exposure, and strengthen your business operations across jurisdictions.
Our tax lawyers represent financial institutions, investors, and businesses – including more than half of the Fortune 100. Working across the US, Europe, and other major markets, we align tax strategy with your global business strategy while helping you anticipate regulatory and controversy risk.
Tax strategy is most effective when integrated early into decision-making. Our tax lawyers advise you on federal, state, local, and international tax laws that affect your transactions, investments, financings, restructurings, and cross-border operations. We also help you evaluate the tax implications of evolving business models, supply chains, and operating structures as your business expands internationally.
Our tax law practice includes advising on transfer pricing planning, advance pricing agreements, and cross-border tax controversies. We handle sophisticated transfer pricing disputes worldwide and engage with taxing authorities and organizations involved in international tax policy and enforcement – including the Organisation for Economic Co-operation and Development (OECD), the Internal Revenue Service (IRS), and tax authorities throughout Europe and globally.
Tax disputes can affect enterprise value. Our team includes former IRS administrators, Department of Justice (DOJ) Tax Division lawyers, Tax Court clerks, and legislative advisors who understand how tax policy is developed, interpreted, and enforced. This experience strengthens our ability to advocate before taxing authorities and guide you through examinations, administrative appeals, and litigation before trial courts, appellate courts, and the US Supreme Court.
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