Notable Transactions
In recent years, Williams Coulson began to expand its transactional practice, providing high-level assistance to closely-held and family owned businesses. The common element in each transaction has been the integration of transaction planning with forward-looking personal planning, often providing immediate tax savings and protection, as well as providing tax and asset protection benefits for multiple generations.
Recent notable transactions include:
● Sale of a leading financial services company to a strategic buyer. The transaction involved significant charitable planning, resulting in several hundred million dollars being available for charitable purposes.
● Sale of a specialized industrial materials company to a Fortune 500 buyer. The transaction involved innovative trust planning, providing multiple benefits to the former owners and their families.
● Assisted a client in a Dutch auction tender offer, including a loan facility in excess of $100,000,000 to finance a stock repurchase.
● Tax planning relating to the organization of a significant venture capital fund. The project also involved innovative ownership planning for the interests of the fund’s principals.
● Sale of a well-known local entertainment company. Because of previous planning done by our firm, the sale proceeds went to a tax-advantaged, trust-owned vehicle for the benefit of current and future generations.
● Numerous sales and acquisitions of buildings and other real estate for local and out-of-town buyers. Many of these transactions involved structures to provide tax advantages, inter-generational planning, or privacy advantages.
● Continued our practice of providing assistance to executives of major companies, including negotiation of an exit package for an executive whose company had been recently acquired by a venture fund. This transaction involved freeing-up significant equity stranded in the venture capital acquisition and avoided a risky valuation determination.
● Sale of a well-known retail company with multiple locations. This transaction involved significant planning regarding retail locations, and post-sale reuse of certain locations.
● Acquisition of a division of a foreign company by its managers, using trust structures designed to benefit the management investors and their families.
● Design and implementation of numerous phantom stock and other innovative employee benefit programs in preparation for potential sales of businesses. These transactions often involved tax-advantaged treatment for employers, employees or both, meeting the clients’ needs in light of recently enacted changes in law.
● Successfully defended substantial claims against individual fiduciaries for losses arising in connection with their investment management.
● Successfully assisted individual trust beneficiaries in their efforts to remove and replace corporate trustees.
● Where a client trustee's interpretation of certain language in a trust agreement was challenged by a trust beneficiary (potentially subjecting the trustee to significant liability), we successfully demonstrated that the trustee's interpretation was correct.
● Successfully defended the fees charged by corporate fiduciaries when acting as trustees and guardians.
● Litigated closely held business and preliminary injunction issues in the Court of Common Pleas and Superior Court; participated in redemption of closely held stock.