McDermott Will & Schulte, a global law firm

Our Antitrust & Competition team has extensive experience in all facets of the merger review process. We understand the concerns of business leaders and regulators alike and have a reputation for success in even the most difficult, complex deals. Companies with ‘must win’ strategic mergers often turn to our team solely for merger clearance counsel. We have demonstrated success advising as stand-alone antitrust counsel working as a team with the law firm our client has chosen to provide corporate counseling, and have an equally strong record serving an integrated team with our nationally ranked M&A practice.

We regularly defend clients in merger-related antitrust investigations and inquiries before the US Federal Trade Commission (FTC) and the Department of Justice (DOJ). We advise clients at every step, from the earliest transaction consideration through the initial waiting period and, when required compliance with agency requests for additional information, including "second requests." When necessary, we vigorously defend transactions in court. We also represent third parties that wish to oppose transactions before the FTC and DOJ. We are similarly active in other major jurisdictions, and we manage local counsel effectively when filings are required where we do not have an office.

Clients value our ability to get deals through regulatory hurdles, and to do so quickly. Key to our success is a team composed of many former FTC/DOJ attorneys who possess outstanding relationships with FTC and DOJ lawyers. Additionally, we take a proactive approach in which we anticipate issues rather than waiting for regulators to find problems. We learn the industry, talk to agency staff and explain why the transaction is lawful, so that we can address the issues early on and avoid a lengthy investigation.

We continue to explore creative ways to obtain merger clearances quickly and at a lower cost. For instance, McDermott Will & Schulte was the first law firm to use “predictive coding” to comply with the DOJ’s formal information requests. This solution saved significant time and reduced our client’s document production costs by more than $1 million.

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.

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.

The use of sophisticated financial instruments is an effective tool for companies to help manage risk and optimize operations. Successfully utilizing structured financial products requires a deft understanding of the market – both the products available and how the use of structured financial products can protect or enhance a client’s business.

McDermott Will & Schulte has deep experience in the design, trading and use of structured products, derivative financial products and synthetic derivatives. We provide clients a skilled team of lawyers with a stellar reputation and demonstrated success in structured finance. The group is led by lawyers known in the industry as “go to” for structured finance legal needs. In fact, they are recognized for their work by leading directories including Chambers USA and Legal 500.

The team provides a unique blend of transactional, tax, and regulatory knowledge to advise on the impact a structured financial product can have on business operations. Our skilled lawyers provide clients – including banks, private investment companies, municipalities, corporations, dealers and counterparties – the full range of legal services involving the transactional, tax, regulatory, documentation and compliance aspects of a successful structured financial product. In particular, we are skilled at advising clients on the tax treatment of securitizations and structured finance transactions.

We understand and have experience with all types of transactions – securitizations, physical commodities, commodity futures, and commodity derivatives, standardized exchange-traded instruments, evolving over-the-counter products, and derivative products covering credit, equity, fund-linked, interest rate, currency, and weather products. We have particularly deep experience in and are an acknowledged leader in municipal derivatives, having done derivative transactions to finance all types of infrastructure including airports, stadia, arenas, toll roads, hospitals, and more. Our work in this area includes all transactional, tax and regulatory aspects of derivatives.

What sets us apart from the competition is our regulatory depth advising clients on the compliance aspects of structured products. With broad experience in the structure, taxation and regulation of the financial markets, we design and advise clients on structured products and derivatives to assure compliance with corporate governance, legal regulatory, and tax requirements, particularly Dodd-Frank implementation and compliance. Our multi-disciplinary approach ensures we efficiently and effectively help our clients meet their financing and risk transfer needs.

Technology, information and intellectual property assets form the core of the modern economy. Whether technology is a company’s primary focus or an essential tool in providing better products and services, it plays an important role in virtually every business.

Our technology and commercial transactions team includes lawyers with deep experience representing technology companies and their customers at every point in the business lifecycle. We provide counsel on purchase, supply, development, licensing, distribution, joint venture, reseller, and other agreements and contracts.

Our lawyers advise startups, Fortune 50 technology companies, and national and multinational enterprises operating in a wide range of industries, including aviation, banking and finance, defense, energy, entertainment, life sciences, natural resources, real estate, technology and telecommunications. We have structured, negotiated and closed billions of dollars of technology transactions for clients across North America, Europe, the Asia-Pacific region, Latin America and Africa.

Our lawyers are deeply skilled at advising clients on a wide variety of technology-related matters and issues involved with the acquisition and licensing of technology and IP assets, including cloud computing, outsourcing of technology and business processes, data privacy, distribution agreements, wireless and wireline telecommunications, technology development and related maintenance and services, e-commerce, electronic payment systems, Internet-of-things, mobile app development, social media, content delivery, contract manufacturing, open source and other software issues, consulting services agreements, and contract manufacturing. Our lawyers also advise clients on transition services as well as the technology and intellectual property issues relating to the acquisition or divestiture of businesses.

A number of our partners have been recognized as leading practitioners by publications and ratings agencies such as Chambers Global, Chambers USA, Chambers Europe, The Best Lawyers in America, The Legal 500, The Legal 500 EMEA, The Legal 500 Deutschland, JUVE Handbuch Wirtschaftskanzleien, BTI Consulting Group, Lawdragon and The Black Book of Outsourcing.

AI law and business

This comprehensive treatise offers a forward-looking perspective on how US and international laws are adapting as AI continues to evolve at an extraordinary pace.

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Our areas of focus

• Technology Development
  We regularly advise a broad range of clients—from entrepreneurs to national utilities and multinational corporations—on technology development issues, including the negotiation of joint technology development arrangements and related commercial and regulatory issues. We provide counsel on the acquisition and licensing of emerging IP and other assets, technology transfers, product development and manufacturing agreements, patent prosecution and portfolio strategies, open-source software development and hardware acquisitions.
• Technology Licensing and Procurement
  We regularly represent businesses involved in the licensing and procurement of technology and intellectual property assets. Our lawyers have significant experience in cloud computing, software as a service (SaaS), platform as a service (PaaS) and infrastructure as a service (IaaS), software licensing, content licensing, technology implementation, maintenance and support, e-commerce issues, hosting and hardware acquisition.
• Joint Ventures and Strategic Alliances
  For many businesses, it makes sense to join forces with allied companies to achieve shared goals. It does not, however, always make sense to merge with or acquire another enterprise in order to formalize such cooperative efforts. We have helped numerous companies negotiate effective joint ventures and strategic alliances in technologies such as industrial processes, cloud computing, data centers, medical and health care services and products, and telecommunications. We work with clients to assess the strength of their assets and conduct due diligence reviews of partners to determine the most effective framework for pursuing mutual objectives. Recent client engagements have involved a joint venture to develop flash storage for computers and the development of cloud computing-based medical image management solutions.
• Manufacturing, Supply and Distribution Agreements
  We regularly negotiate a broad range of agreements on behalf of OEMs, developers, manufacturers, contract manufacturers, suppliers, distributors, resellers, energy companies and utilities, and logistics enterprises across the United States, in international markets, and across industries such as information technology, biotechnology and advanced fabrication. Our lawyers negotiate integrated supply management, supply chain and distribution agreements that ensure compliance with federal and state laws and regulations, and address issues such as technology licensing, electronic contracting, signatures and records, product marketing and promotion, use of online tools and search engines, and advertising and sweepstakes.
• E-Commerce
  We advise clients on the full spectrum of legal, commercial and regulatory issues that arise in the context of e-commerce. This includes advising on electronic contracting, EULAs, terms of use, marketing, data privacy and protection, cybersecurity, compliance, technology transfers, electronic payments, social media issues, business method patents, and trademarks.
• Internet of Things
  The “old” internet is being surpassed by the “internet of things”: technologies embedded in and connecting the everyday objects that people use at work, at home, in the car—even while asleep. Our lawyers advise clients on the myriad legal and commercial issues that arise from the development, deployment, licensing and sale of products, processes and services relating to wearable technologies, smart buildings and cities, telemedicine and e-health, energy and automobiles, among other growth areas. We also recognize that laws and regulations surrounding data privacy, consumer protection and telecommunications have a significant effect on the production, sale and use of these technologies.
• Health Information Technology
  We advise clients on the full range of legal and compliance issues relating to the acquisition, implementation, use and management of health information technology (HIT), including the computer software and hardware that deals with the retrieval, sharing and use of health care information for decision making, regulatory reporting and communication among providers, insurers and patients. We counsel clients on matters involving electronic health records (EHRs), health information exchange (HIEs) and protected health information (PHI). We routinely advise physicians, hospitals, health systems, practice management companies, EHR vendors and medical billing companies on compliance with HIPAA, state breach notification laws, Medicare and Medicaid EHR Incentive Program requirements, and the False Claims Act, Anti-Kickback Statute, and other federal and state healthcare regulatory laws.
• Cloud
  New technologies, emerging business models and an increasingly mobile workforce have made cloud computing the IT option of choice for many businesses and organizations. We have represented numerous providers, corporate customers and investors on all sides of technology transactions and agreements involving cloud computing, Software as a Service (SaaS), Platform as a Service (Paas), Infrastructure as a Service (IaaS), hosted arrangements, web services and application outsourcing. We help domestic and multinational clients identify and address potential issues such as data security, protection and privacy, while determining the value of services in terms of increased revenues, reduced costs and more efficient operations. We regularly draw on our firm’s experience in technology intellectual property, finance, corporate transactions, regulatory and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription, and other agreements.

Dealmakers need deal lawyers. Everything we do—from thinking creatively to acting with agility—is designed to help you secure the best possible outcome in every transaction.

Our first priority is to manage and assess your risks and opportunities, all while looking for the most efficient way to get the deal done. That begins with developing a strong thesis for the transaction, outlining exactly how you’ll benefit. We align our strategy and advice with your objectives to guide you through each step of the private equity lifecycle. When we spot a complex issue, we tackle it and move on, so your deal won’t get caught in the weeds. With our business-focused team working to anticipate the unknown and deliver actionable solutions, we help you stay ahead of the curve from fund formation to exit.

Deals are complex and require mastery of multiple disciplines. That’s why cross-practice collaboration is an integral part of our unique model. You have direct access to all of our experienced lawyers in any area you need. Our integrated team includes lawyers focused on a wide variety of practices, including:

Learn more about our Private Equity Practice.

Lo Studio è leader mondiale nell’assistenza legale in ambito sanitario e opera con un team di professionisti di altissimo livello dislocati negli Stati Uniti, in Europa e in Asia.

Lo Studio, attraverso il team di professionisti dedicati, vanta una vasta conoscenza delle tematiche legali legate al settore health and life sciences. Una profonda competenza del mercato e del business di riferimento consente allo Studio di affiancare con successo clienti che operano in tutti gli ambiti del settore sanitario.

McDermott Will & Schulte è riconosciuto dalle principali directories del mercato legale quale indiscusso leader mondiale dell’assistenza legale in ambito sanitario.

Nel 2015 le riviste The Legal 500 USA e Chambers USA – quest’ultima per il sesto anno consecutivo – hanno attributo a McDermott il ranking più alto nelle classifiche di settore. In Europa, il team tedesco di McDermott è stato riconosciuto tra i top performer del settore health and life sciences da Chambers Europe.

Lo Studio assiste in molteplici giurisdizioni (inclusa l’Italia) società leader nel settore farmaceutico, nella produzione e distribuzione di dispositivi medicali, ma anche investitori nel settore delle infrastrutture ospedaliere (banche, investitori istituzionali, fondi di private equity), società che si occupano dei servizi connessi alla gestione di ospedali, case di cura e infrastrutture sanitarie in genere.

Il team italiano è in grado di offrire ai propri clienti che operano nel settore health and life sciences una consulenza multidisciplinare annoverando avvocati di riconosciuta esperienza nell’ambito di operazioni corporate, nel banking and finance, nel diritto tributario, nella normativa antitrust e nella tutela della proprietà intellettuale e della privacy. L’interazione costante con i colleghi che operano in altre giurisdizioni consente di fornire risposte efficaci alle specifiche problematiche affrontate, anche in caso di arbitrati internazionali o di progetti che richiedono una consulenza cross-border.

How can we help you transform healthcare?

The firm’s Food, Beverage and Agribusiness group is one of the largest and most experienced full-service industry legal practices in the world. We represent more than 500 clients in this industry sector, and many of these relationships stretch back for decades. We advise participants at every link in the value chain, including growers, processors, input suppliers, cooperatives, food manufacturers, importers, distributors, trade associations, restaurants and other stakeholders, across the full range of issues affecting the production, distribution and marketing of food, beverages and related products.

The challenges—and opportunities—facing businesses in this sector are legion, and include complex domestic and international regulations, increasing cross-border business activity, multinational intellectual property protection, and the ongoing threat of civil and criminal litigation. To succeed, clients must work cooperatively with government officials and agencies across numerous jurisdictions to promote effective trade, tax and regulatory policy. Our experienced lawyers provide clients with the full suite of legal counsel, including regulatory, litigation, trade, antitrust, corporate, intellectual property and tax guidance.

We draw on the following core strengths to help our clients: top-ranked legal practices, including our premier alcohol industry team, ranked as a Band 1 national practice by Chambers USA; our direct experience in emerging industry issues such as food safety, labeling, grower/manufacturer social contract policies, farm subsidies and international trade; and our extensive work in cross-border corporate and commercial transactions.

Nothing can replace firsthand legislative and regulatory experience. Our team includes partners who previously served in senior positions in numerous US federal agencies such as the US Food and Drug Administration (FDA), Federal Trade Commission (FTC) and Department of Justice (DOJ), on presidential commissions, on Capitol Hill, and in trade and industry associations.

China

Food, beverage and agricultural products have played an essential role in the growth of the Chinese economy. Companies with investments and operations in China face a host of rapidly multiplying laws and regulations in areas such as antitrust, tax, labor and employment, and intellectual property. Domestic and foreign businesses at every step in the production, distribution and retail chain also must address international trade, tariff, food safety and product liability concerns.

Government strategies

Carefully targeted congressional and executive branch advocacy can be a cost-effective, pre-emptive strategy for many food, beverage and agribusiness companies in addressing legislative or regulatory impediments. Our experienced government relations lawyers help clients bring priority attention to a specific issue, move the discussion toward solutions that promote our clients’ interests, and help resolve problems that might otherwise languish within government bureaucracy. Our policy and legislative team has worked extensively on Capitol Hill and with US federal and state government agencies, and our reputation as a trusted contributor to legislative and policymaking processes allows us to maintain strong relationships with government decision makers. We design strategies, lobby officials directly, write testimony or public comments for official proceedings, and advance client interests by maintaining their visibility.

Whether a company’s primary driver of revenue or an essential tool in providing better products and services, technology plays an important role in virtually every business. The lawyers of our Technology industry practice advise clients in the technology sector on all aspects of their business concerns and initiatives, including mergers, acquisitions, joint ventures, technology development, transactions, outsourcing, intellectual property, compliance and operational issues. We also help clients develop the technology infrastructure and strategic relationships required to maximize value and achieve business objectives.

Our group includes lawyers with extensive records of success advising startups, Fortune 50 technology companies, and national and multinational enterprises. We have structured, negotiated and closed billions of dollars of transactions for clients across North America, Europe, the Asia-Pacific region, Latin America and Africa. Perhaps most important, we have substantive experience in the unique products and services of our technology clients and in the technologies and issues that matter most to today’s businesses.

Every day, we advise technology clients on a wide variety of technology-related matters, including acquisition and licensing of technology and IP assets, cloud computing, Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS); IT and business process outsourcing (BPO); data hosting, management, privacy and security, distribution agreements, technology development, maintenance, services and licensing, e-commerce and electronic payment systems, mobile apps and social media, open-source software, consulting services and contract manufacturing.

A number of our partners have been recognized as leading practitioners by publications and ratings agencies such as Chambers Global, Chambers USA, Chambers Europe, The Best Lawyers in America, The Legal 500, The Legal 500 EMEA, The Legal 500 Deutschland, JUVE Handbuch Wirtschaftskanzleien, BTI Consulting Group, Lawdragon, and The Black Book of Outsourcing.

Cloud

New technologies, emerging business models and an increasingly mobile workforce have made cloud computing the IT option of choice for many businesses and organizations. We have represented numerous providers, corporate customers and investors on all sides of technology transactions and agreements involving cloud computing, Software as a Service (SaaS), Platform as a Service (Paas), Infrastructure as a Service (IaaS), hosted arrangements, web services and application outsourcing. We help domestic and multinational clients identify and address potential issues such as data security, protection and privacy, while determining the value of services in terms of increased revenues, reduced costs and more efficient operations. We regularly draw on our Firm’s experience in technology intellectual property, finance, corporate transactions, regulatory issues and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription and other agreements.

Social media

Social media has quickly evolved from a personal-connection medium to a primary means of business, advertising, marketing, promotion, communication and reputation/brand management. The opportunities that arise from these new technologies are accompanied by equally daunting challenges and uncertainties. We help clients create and implement practical solutions that help them manage online and social media platforms and presence, respond to claims, complaints and regulatory actions, and better understand and comply with user-driven standards, new laws, cooperative self-governance and regulatory oversight. Given the broad range of issues that arise through participation in social media, we draw on the experience and knowledge of lawyers throughout the Firm’s technology, corporate, intellectual property, labor and employment, litigation and dispute resolution, and other key practice areas to help clients safely capitalize on opportunities in this environment.

Internet of Things

The “old” internet is being surpassed by the “internet of things”: technologies embedded in and connecting the everyday objects that people use at work, at home, in the car—even while asleep. Our lawyers advise clients on the myriad legal and commercial issues that arise from the development, deployment, licensing and sale of products, processes and services relating to wearable technologies, smart buildings and cities, telemedicine and e-health, energy and automobiles, among other growth areas. We also recognize that laws and regulations surrounding data privacy, consumer protection and telecommunications significantly affect the production, sale and use of these technologies.

Capital is the lifeblood of a company’s operations. McDermott Will & Schulte’s capital markets and public companies lawyers have extensive experience advising clients—including issuers and underwriters—with raising capital in the public markets. We also provide counsel on the rules and regulations that accompany operating as a public company.

Clients appreciate our ability to see beyond the current need and bring a strategic approach to capital requirements. We have demonstrated success utilizing the full range of instruments, from traditional equity raises such as initial public offerings (IPOs), follow-on offerings and at-the-market offerings, to private placements. We also have considerable experience with special-purpose acquisition vehicles (SPACs) and real estate investment trusts (REITs).

For debt offerings, we’ve done it all. We have a successful track record helping clients with their registered and unregistered debt offerings, including investment grade, high yield and convertible notes offerings. In addition, given our deep understanding of the compliance requirements of various governing agencies and regulatory bodies—particularly the Securities and Exchange Commission (SEC), NYSE and NASDAQ—clients regularly rely on our professional judgment, practical advice and counsel regarding difficult disclosure and SEC compliance issues.

Our lawyers deliver a complete service offering to address our clients’ full range of capital market needs and governance compliance requirements. We pride ourselves on staying abreast of market trends, delivering pragmatic solutions proactively in support of capital needs and governance requirements, providing sage counsel to quickly resolve compliance issues without disruption to business operations.

Public Companies

We act as primary outside securities counsel to numerous public companies across a variety of industries, advising on day-to-day issues and when special situations arise. This arrangement frees clients to focus on achieving their business objectives while satisfying obligations and commitments to regulators, security holders, employees, ratings agencies, the media and the public. We represent public companies of all sizes, including a number of Fortune 500 corporations.

Reporting and Compliance

Our public companies team acts as a trusted advisor on a wide variety of reporting needs. Our legal advice covers all SEC regulatory and compliance requirements, including forms 10-K, 20-F, 40-F, 10-Q, 8-K and 6-K, proxy statement disclosures and contests, SEC shareholder proposals and proxy advisory firms and their policies, and Regulations FD and G. Our lawyers also counsel clients on informal corporate disclosures covering press releases, website postings and communications with analysts and investors.

Corporate Responsibility and Governance

The responsibilities of directors and officers have grown substantially in recent years, as the US Congress, the SEC and other regulators have imposed new rules that carry increased potential for liability. We are sensitive to the current corporate environment and have extensive experience guiding our clients through these regulatory regimes. Our governance and responsibility services include a broad range of advice on compliance, guidelines, suggested best practices, and analyses of policies and procedures.

Executive Compensation and Other Employee Benefits

We provide sophisticated advice on all aspects of executive compensation. We regularly advise on SEC disclosure regarding management compensation and represent clients before the Internal Revenue Service on executive compensation matters. Our services include planning and preparing clients for change in control protection, director pay, executive employment and severance agreements, equity-based compensation, executive fringe benefits, incentive compensation, multinational compensation, nonqualified deferred compensation, and rabbi trusts and other funding vehicles. In particular, we are experienced at identifying and helping to resolve financial accounting and tax issues, including compliance with the $1 million tax limitation on deductibility set forth in Section 162(m) of the Internal Revenue Code (IRC) and the deferral of compensation under 409A of the IRC.

Mergers and Acquisitions

Numerous securities rules come into play when public companies are acquired or a company’s securities are issued as consideration in an acquisition. Our capital markets and public companies team works seamlessly with our corporate transactions and tax practices to provide the critical guidance on the securities questions and needs of clients, from creating a new equity structure as the result of a spin-off to the filing requirements associated with a subsidiary IPO.

Special Purpose Acquisition Companies

We have built a reputation for representing an increasing number of SPAC sponsors and underwriters. We are adept at structuring SPACs, completing the IPO and advising the company through its business combination transactions. We have advised clients on SPAC IPOs totaling more than $1.5 billion, including executing the largest IPO SPAC on behalf of an issuer. Combined with our skilled mergers and acquisitions team, we have closed nearly $4 billion in business combination transactions, including some of the highest-profile SPAC deals in recent memory.

REITs

Our lawyers have extensive experience advising on REIT transactions, including the formation of umbrella partnership real estate investment trust (UPREIT) structures. We have taken many REITs public and are well versed on the issues facing public and private REITs. We have also represented underwriters in securities offerings by REITs.