SPECIALTY COVERAGE
Complex transactions require a cohesive strategy to address specialized subject matter areas. MCLLP proudly offers a comprehensive specialist practice in-house—with premier practitioners in the core areas of tax, intellectual property, data privacy and cybersecurity, executive compensation and employee benefits, labor and employment and environmental and health and safety—integrated with its strong group of M&A and debt finance attorneys.
MCLLP’s tight-knit team of highly accomplished, seasoned subject matter experts enables the firm to provide its clients with end-to-end capabilities for all of the core aspects of their private equity, M&A and financing transactions and to continue supporting its clients’ businesses—including portfolio companies of private equity firms—with ongoing advice outside of the transactional context.
Tax
MCLLP’s tax practice works closely with the Firm’s deal teams to advise our clients on the tax considerations arising out of M&A, private equity, growth equity and debt finance transactions and other complex matters to help our clients achieve their goals in a tax-efficient manner. Our tax attorneys have a broad range of transactional experience, including in connection with domestic and cross-border acquisitions and dispositions, mergers, leveraged buyouts, spin-offs, debt and equity financings, joint ventures, debt and equity offerings, venture capital and growth investments, and restructurings and distressed company transactions. We endeavor to deliver innovative, pragmatic and efficient tax structuring guidance for transactions of all sizes with clear and concise communication to our clients, particularly in scenarios where tax considerations can affect fundamental deal outcomes, and to offer tax guidance at the earliest appropriate moments in a transaction.
Intellectual Property (IP) and Technology Transactions
MCLLP’s intellectual property (IP) and technology transactions practice has expertise on a broad range of IP issues arising out of M&A, private equity and growth equity transactions, including issues related to IP protection, IP ownership and open source software.
We also routinely advise clients on various transactions outside of the investment context, involving commercializing, buying, selling and developing technology, including drafting and negotiating agreements related to technology licensing, distribution and reselling, manufacturing and supply, joint development and research, software delivery (including maintenance and support) and outsourcing. We also assist clients in developing strategies to best protect and exploit their core IP assets. We have advised clients on these issues across numerous verticals, including digital media, enterprise and consumer software, sports, retail, blockchain and cryptocurrency, financial services, financial technology and energy.
Cyber and Data Security
MCLLP’s cyber and data security practice has full spectrum capabilities on deal-related privacy, information technology (IT) systems and cybersecurity matters. We recognize that the security of personal data and other sensitive information is often a paramount interest for many of our clients, particularly in businesses and transactions involving consumer-facing technology. Moreover, in addition to carefully evaluating legal risks, we also evaluate reputational risks associated with data processing and handling as part of our ESG diligence.
We routinely counsel clients on compliance with key privacy laws, including with respect to the European Union’s General Data Protection Regulation, the U.S. Health Insurance Portability and Accountability Act, the U.S. Federal Trade Commission Act and the U.S. Children’s Online Privacy Protection Act. We also aid our clients in crafting various agreements and policies related to cyber and data security, including information security programs, website privacy policies, incident response plans, business associate agreements and data processing arrangements.
Executive Compensation and Employee Benefits
MCLLP’s executive compensation and employee benefits practice counsels clients on key aspects of compensation and benefits matters that are fundamental to every organization’s management team and general workforce. Our practice regularly involves identifying material compensation and benefits-related risks in M&A and other transactions, negotiating the agreements of key executives, designing compensation arrangements to retain top talent, and helping clients navigate compensation and benefits questions with far-reaching consequences in a multi-faceted legal and regulatory landscape. Our clients trust us to deliver premier strategic advice by remaining on the forefront of tax, securities, ERISA and other legal and transactional subject matter areas and by working cohesively with our other transactional practice groups.
Employment
MCLLP’s employment practice serves our clients both in and out of the M&A context. Our employment specialists, who have deep experience in transactional, litigation, counseling and investigatory matters, advise clients with a practical eye and a litigator’s mindset—helping our clients identify material issues, assess and mitigate risk, protect valuable information and relationships, enhance compliance, and stay up to date with the ever-changing state and federal employment laws.
We represent clients and advise on a wide range of employment matters, including those relating to restrictive covenants, hirings and separations, wage-and-hour, discrimination and harassment, breach of contract and internal investigations. Whether drafting and negotiating agreements, litigating and resolving claims, or advising business leaders, in-house counsel and human resources professionals on best practices, our employment team has the experience, expertise and commercial perspective needed to help our clients navigate all aspects of the employment relationship.
Environmental, Health and Safety
MCLLP’s environmental, health and safety (EHS) practice routinely advises clients on the identification, assessment, allocation, management and disclosure of a broad range of EHS risks and opportunities in M&A and other transactions. These range from known or potential investigation and cleanup liabilities arising out of legacy operations or properties, to correcting noncompliance with current requirements and resolving related enforcement proceedings and other litigation, to assessing potential impacts of known or anticipated regulatory developments—which not only can affect upcoming out-of-pocket costs, but in some instances can have major impacts on profitability.
We often work, and draw on extensive relationships, with other advisors with related expertise, such as environmental engineering and consulting firms, specialty insurance brokers and consultancies specializing in environmental/social/governance (ESG), to coordinate and optimize our collective expertise for our clients. In addition to negotiating environmental features of principal transaction agreements, we also negotiate environmental indemnity agreements, environmental provisions in leases, and engagement letters with other EHS advisors. We also facilitate the process of transferring environmental permits and provide guidance and support after the transaction is completed in addressing areas of EHS risk—and opportunity—identified during the diligence process.