Mergers & Acquisitions

HUB attorneys regularly represent buyers, sellers, investors and other parties in all types of merger and acquisition transactions in a wide range of industries.  With our broad experience in taxation, private equity, corporate governance and other legal areas, we bring valuable talents and insight to our clients, from the initial negotiations to the final closing of each deal.

The types of M&A transactions we frequently handle include:

  • Asset and stock sales
  • Leveraged buyouts
  • Management buyouts
  • Licensed businesses, such as Pa. Liquor Control Board (PLCB) licensed restaurants, hotels and distributors
  • Strategic acquisitions and divestments
  • Statutory mergers
  • Joint ventures and strategic alliances
  • Corporate reorganizations
  • Succession transactions

The attorneys in our M&A practice area are:
 

  • Alex Henderson

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    ALEXANDER HENDERSON, III, Partner

    Address: 221 East Chestnut Street, Lancaster, PA 17602
    Telephone: 717-299-7254    Fax: 717-299-3160
    Email: alexh@hublaw.com

    Areas of Practice: Financial Services, Business Services, School & Municipal Law

    Throughout his career Alex Henderson has represented closely-held businesses and their owners, banks and other financial institutions and municipal operating authorities.  Alex has extensive experience in business mergers and acquisitions, finance, advanced entity planning, including structuring corporations, partnerships, limited liability companies, limited partnerships and other business entities.  The firm’s clients seek his counsel in lending and financial services matters of all kinds, sophisticated and unique business contracts and contract disputes and disputes among business owners.  Alex also maintains an active Marcellus Shale landowner practice and has served as general counsel for the Lancaster County Solid Waste Management Authority for many years.

    Alex was both the firm’s youngest and longest serving managing partner.  After stepping down as managing partner to spend more time with his clients and community, he remains on the firm’s management committee and Chair of the Financial Services Practice Group.

    Alex currently focuses his practice in three areas:
    Business counseling and complex business negotiations, with emphasis on representation of financial institutions, purchasers and sellers in the structuring and negotiation of acquisitions of closely-held businesses and business owners in the negotiation and resolution of disputes with partners or affiliates. 
    Municipal Authorities in general, including formation and organization, board governance and management structure, ordinances and rules and regulations, and waste management matters in particular, including rate structures and regulatory compliance.
    Marcellus Shale landowners, including negotiation of gas leases and easements for gathering and transmission pipelines, water lines, access roads, electric lines, seismic testing, compressor stations and other related facilities as well as formation of entities to hold gas and mineral rights.

    Alex serves as the Chair of the Board of Trustees of a corporation with a billion dollars in assets and revenues and as the Vice-Chairman (formerly Chair for ten years) of one of Lancaster County’s most significant municipal authorities.
    Alex's recent experience includes:
    Representing parties in acquisitions of businesses and assets with values from one million to more than 100 million dollars;
    Drafting and negotiating agreements and instruments for financial services clients, including banks, financial services advisory firms, and financial software firms;
    Representing owners of diverse companies in disputes leading to mutually agreed business separations;
    Structuring advice concerning compensation and deferred benefit plans involving several hundred million dollars in assets and liabilities; and
    Representing, directly or indirectly, hundreds of landowners of tens of thousands of acres in Pennsylvania’s Marcellus Shale region.

    AREAS OF FOCUS

    Residential Mortgage Lending:  Alex has acted as general outside counsel for community bank mortgage lenders
    Business Counseling and Contract Negotiation:  Complex commercial transactions, business and strategic planning, corporate reorganizations and mergers and acquisitions
    Entity Formation and Governance:  Drafting and negotiating complex governing agreements and entity dispute resolution
    International transactions:  Representation of foreign business in the U.S., mergers & acquisitions, and cross-border strategic alliances
    Marcellus Shale:  counseling to landowners, hunting clubs and others, concerning gas leases, mineral rights, ownership and other issues
    Mergers & Acquisitions
    Ownership Disputes
    Securities and Private Offerings:  Private placements of exempt debt and equity securities, venture capital funds
    Municipalities and Municipal Authorities

    EDUCATION

    New York University School of Law, J.D., appointed to journal based on academic performance
    Swarthmore College, honors program, graduated with honors

    ADMISSIONS

    Pennsylvania, 1978
    United States Court of Appeals, Third Circuit
    U. S. District Court, Eastern District of PA
    U. S. District Court, Middle District of PA

    MEMBERSHIPS

    Pennsylvania Bar Association
    Lancaster Bar Association

    COMMUNITY INVOLVEMENT

    Alex enjoys assisting on a volunteer basis in helping to provide well-managed economic growth and a high quality of life for Lancaster County. Throughout his career, Alex has actively involved in community leadership, including:

    Lancaster General Hospital, board member and board chair
    Lancaster General Health, board member and board chair 
    Lancaster Area Sewer Authority, board member and board chair
    Economic Development Company of Lancaster County, board president and member
    EDC Finance Corporation of Lancaster County, board president and member
    Lancaster Art Museum, board secretary and member
    Elected Committeeman, Lancaster Township, Republican Committee
    Leadership Lancaster, participant
    East King Street Block Association, Co-chair
    Lancaster DID Authority, volunteer solicitor during Investment District creation process
    Wheatland Middle School Site Council, member

    Other Professional Experience:
    Credit Bureau of Lancaster County, board member
    Vanilla Products, Inc., board member
    TeraVerde Financial, LLC, board member

    ABOUT ALEX

    Joined HUB in 1978 and became a Partner in 1986
    Member of the firm’s Executive Committee (1990 to present)
    Served as the firm’s Managing Partner (1997 – 2009)
    Named a Pennsylvania Super Lawyer® by Pennsylvania Super Lawyer magazine in 2004 and 2006

  • Tom Bergen

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    THOMAS W. BERGEN, Partner

    Address: 221 East Chestnut Street, Lancaster, PA 17602
    Telephone: 717-299-7254    Fax: 717-299-3160
    Email: tomb@hublaw.com

    Areas of Practice: Estate Planning, Succession Planning & Elder Law, Business Services, Employment, Pension & Tax

    Tom specializes in business and succession planning including formation, mergers and acquisitions and entity terminations, as well as estate planning and tax-exempt organizations.  He also focuses on structuring family and hunting camp interests in the Marcellus Shale gas play.  Tom has over twenty-five years experience in helping business and individual clients devise innovative and efficient methods of reaching their personal and business goals.  Tom also advises a broad cross-section of charitable and community organizations including schools, churches, retirement communities, and scholarship foundations with respect to tax-exemption and fund raising issues.

    AREAS OF FOCUS

    Business and succession planning, entity reorganizations and liquidations and tax planning.
    Entity tax issues and succession planning.
    Healthcare: Tax and benefits, nonprofit corporations, contracts
    International tax and estate planning.
    Marcellus Shale: Owner tax issues, including wealth transfer, nonprofit entity taxation, estate planning, and income taxation
    Mergers & Acquisitions
    Non-Profit and charitable organizations
    Tax and Employee benefits
    Estate Planning and Estate Administration
    Business Succession Planning
    Elder Law

    EDUCATION

    Lehigh University (B.A., magna cum laude, 1973)
    Dickinson School of Law (J.D., 1977)
    Temple University (LL.M., Taxation, 1982)

    ADMISSIONS

    Pennsylvania, 1977
    Unites States Tax Court
    Unites States Court of Appeals, Third Circuit
    U. S. District Court, Eastern District of PA
    U. S. District Court, Middle District of PA

    MEMBERSHIPS

    Pennsylvania Bar Association
    Lancaster Bar Association

    COMMUNITY INVOLVEMENT

    Member of Board of Directors, Lancaster YWCA
    Member of Regional Board, Integrity Bank
    Former Board Member, The Long Home
    Former Board Member, Musser Park Civic Association
    Former Board Member, The Fulton Opera House
    Former Board Member, The Actors Company of Pennsylvania
    Former Board Member, United Cerebral Palsy of Lancaster County

    ABOUT TOM

    Joined HUB in 1982 and became a Partner in 1988

  • Josh Cohen

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    JOSHUA D. COHEN, Partner

    Address: 221 East Chestnut Street, Lancaster, PA 17602
    Telephone: 717-299-7254    Fax: 717-299-3160
    Email: joshc@hublaw.com

    Areas of Practice: Business Services, Financial Services, School & Municipal Law, Employment, Pension and Tax

    Josh’s practice encompasses a broad range of business counseling services. His diverse skills enable him to ably respond to client needs.  He regularly drafts and negotiates contracts in the areas of business acquisitions, technology licensing, new business formation and international commerce.  He develops and implements loan workout and collection strategies for lenders and other businesses with non-paying or bankrupt customers, and he helps clients protect their valuable copyright, trademark and trade secret assets.

    AREAS OF FOCUS

    Contract drafting and negotiation
    Mergers & Acquisitions
    Technology licensing, entity formation and governance, and international commerce
    Entity formation counseling, governance planning and drafting governing documentation for all types of business entities
    International transactions: foreign direct investments, joint ventures, international acquisitions, distributorship and manufacturing contracts, and intellectual property protection
    Ownership disputes
    Trademark screening & searching, copyright & trademark registration, and intellectual property counseling & licensing
    Commercial Lending
    Workout and forbearance matters and enforcement of creditors’ rights
    School Governance and Leadership
    School & Municipal Purchasing and Contracts
    Non-Profit & charitable organizations 

    EDUCATION

    University of Pennsylvania (J.D., cum laude, 1987), Editor of the Law Review
    University of Pennsylvania Wharton School (B.S., magna cum laude, 1984)

    ADMISSIONS

    Pennsylvania, 1988
    U. S. District Court, Eastern District of PA
    U. S. District Court, Middle District of PA

    MEMBERSHIPS

    American Bar Association
    Pennsylvania Bar Association
    Lancaster Bar Association
    Eastern District of Pennsylvania Bankruptcy Conference 

    COMMUNITY INVOLVEMENT

    Member of the Board of Directors and Vice Chair, EDC Finance Corporation
    Member of the Board of Directors, World Trade Center of Central Pennsylvania
    Member of the Board of Trustees, The New School of Lancaster
    Member of the Lancaster Chamber of Commerce and Industry Small Business Group
    Former Solicitor for the Lancaster County Health and Welfare Foundation
    Former Member of the Board of Directors, Jewish Community Alliance of Lancaster (2003 – 2010)
    Former Member of the Board of Trustees, Congregation Shaarai Shomayim (1993 - 1996)
    Former Member of the Advisory Board, Aaron’s Acres (1999 - 2006)
    Former Member and Co-Chair of the Allocations Panel, United Way of Lancaster County (1992 - 1995)

    ABOUT JOSH

    Joined HUB in 1990 and became a Partner in 1996
    Served a Clerkship, Honorable Miriam Ben-Porat, Deputy President of the Supreme Court of Israel, 1987 - 1988
    Member of the firm's Executive Committee (2012 - Present)
    Elected as Vice Chair of EDC Finance Corporation, December 2010
    Appointed to Board of Trustees of The New School of Lancaster, June 2010

  • Jeff Ouellet

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    JEFFREY P. OUELLET, Partner

    Lancaster: 221 East Chestnut Street, Lancaster, PA 17602
    Telephone: 717-299-7254    Fax: 717-299-3160

    Ephrata: 390 East Main Sreet, Ephrata, PA 17522
    Telephone: (717) 738-7972

    Email: jeffo@hublaw.com

    Areas of Practice: Employment, Pension & Tax, Business Services, Marcellus Shale

    Jeff’s practice areas include business counseling, employment and labor law and estate planning and administration.

    AREAS OF FOCUS

    Business Succession Planning
    Business Counseling and Contract Negotiation: Employee and business ownership agreements and entity formation and governance
    Entity Formation and Governance: Entity formation counseling and drafting governing documents
    Estate Planning and Administration
    Healthcare:  Personnel policies and employment contracts
    Insurance Counseling
    Marcellus Shale:  Formation and advice to landowner entities, including multi-owner properties and hunting clubs
    Mergers & Acquisitions
    Non-Profit and Charitable Organizations
    Ownership Disputes

    EDUCATION

    Virginia Polytechnic Institute and State University (B.A., summa cum laude, 1994)
    Washington and Lee University School of Law (J.D., 1997), Burks Scholar, and published member of the Washington and Lee Law Review 

    ADMISSIONS

    Pennsylvania, 1997

    MEMBERSHIPS

    Pennsylvania Bar Association
    Lancaster Bar Association (Member of the Board of Directors since 2008; Past Chair of the Lancaster Law Review) 

    COMMUNITY INVOLVEMENT

    Member of the Board of Directors, Red Rose Transit Authority (2006 to present), Treasurer
    Member of the Lancaster Chamber of Commerce's Labor Relations Advisory Group
    Member of the Personnel Committee, Southeast Lancaster Health Services
    Member of the Personnel Committee, Lancaster Museum of Art 

    ABOUT JEFF

    Joined HUB in 2007 and became a Partner in 2011